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

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter to purchase the Certificates Securities shall be subject to the following conditions:accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the 6.1 (a) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commissionhave been instituted or threatened; and the Final Prospectus Supplement shall have been filed or transmitted mailed for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under within the Acttime period prescribed by the Commission. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have furnished to the Underwriter the opinion of [Cadwalader, Wickxxxxxx & Xaft] [Xuntxx & Willxxxx], xounsel for the Company and the Underwriter, dated the Closing Date, to the effect of paragraphs (iii), (vi), (vii), (ix) and (xiii) below, and the opinion of Robexx X. Xxxx, Xx., xxecial counsel to the Company, dated the Closing Date, to the effect of paragraphs (i), (ii), (iv), (v), (viii), (x), (xi) and (xii) below: (i) the Company is a duly incorporated and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business as described in the Final Prospectus; (ii) the Company has no subsidiaries and is not required to be qualified or licensed to do business as a foreign corporation in any jurisdiction; (iii) assuming that the Securities are rating at the time of transfer to the Underwriter in one of the two highest rating categories by a nationally recognize statistical rating organization, each such Security at such time will be a "mortgage related security" as such term is defined in Section 3(a)(41) of the Exchange Act;] (iv) the Pooling Agreement has been duly authorized, executed and delivered by the Company; (v) the Securities have been duly authorized by the Company; (vi) upon due authorization, execution and delivery by the parties thereto, the Pooling Agreement will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors' rights generally, and to general principles of equity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in (vii) the Securities, when duly executed, authenticated and delivered in the manner contemplated in the Pooling Agreement and paid for by the Underwriter pursuant to this Agreement, will be validly issued and outstanding and entitled to the benefits of the Pooling Agreement; (viii) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (ix) the Registration Statement has become effective under the Act; to the best knowledge of such counsel (a) no stop order suspending the effectiveness of the Registration Statement with respect to the Securities has been issued and no proceedings for that purpose have been instituted or are pending or are threatened under the Act; and (b) the Registration Statement, as of its effective date, and the Final Prospectus, as of the date thereof, and each revision or amendment thereof or supplement thereto relating to the Securities, as of its effective date, appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder applicable to such documents as of such respective dates; and, as of the date of the Final Prospectus, the statements set forth in the Final Prospectus under the headings "ERISA Considerations" and "Federal Income Tax Consequences" were, to the extent that they summarize matters of federal law or legal conclusions, correct in all material respects; (x) this Agreement has been duly authorized, executed and delivered by the Company; (xi) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriter and such other approvals (specified in such opinion) as have been obtained; (xii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the 8 fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws of the Company or, to the best knowledge of such counsel, the terms of any indenture or other agreement or instrument known to such counsel and to which the Company is a party or by which it is bound, or any order or regulation known to such counsel to be applicable to the Company of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company; (xiii) the Pooling Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended and the Trust Fund is not required to be registered under the Investment Company Act of 1940, as amended. Such opinion may express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officer of, the parties to this Agreement and the Pooling Agreement. Such opinion may be qualified as an opinion only on the laws of the State of New York, the laws of each state in which the writer of the opinion is admitted to practice law and the Federal law of the United States. To the extent that such firm relies upon the opinion of other counsel in rendering any portion of its opinion, the opinion of such other counsel shall be attached to and delivered with the opinion of such firm that is delivered to you the Underwriter. (c) The Company shall have furnished to the Underwriter a certificateletter, dated the Closing Date, of [Cadwalader, Wickxxxxxx & Xaft] [Xuntxx & Xillxxxx], xounsel to the PresidentCompany, a Senior Vice President or a Vice President to the effect that in the course of such counsel's review of the Registration Statement and the Final Prospectus and discussion of the same with certain officers of the Company and its auditors, no facts came to the attention of such counsel that caused such counsel to believe that the Registration Statement, as of its effective date, or the Final Prospectus, as of the date, or any revision or amendment thereof or supplement thereto, as of its effective 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, or misleading, or that the Final Prospectus, or any revision or amendment thereof or supplement thereto filed prior to the date of such opinion, as of the date of such opinion, contained any untrue statement of a material fact or omitted to state a material fact 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 express no opinion as to any financial statements or other financial, numerical or statistical data contained in the Registration Statement or the Final Prospectus or any material incorporated by reference in the Registration Statement or the Prospectus. (d) The Underwriter shall have received copies, addressed to it or on which it is entitled to rely, of opinions of counsel furnished to the rating agencies rating the Securities as set forth on Schedule I hereto (the "Rating Agencies"). (e) The Company shall have furnished to the Underwriter a certificate of the Company, signed by an authorized officer thereof, and dated the Closing Date, to the effect that the signer signer(s) of such certificate has carefully examined this Agreementthe Registration Statement, the Approved Offering Materials, the Prospectus, the Pooling Final Prospectus and Servicing this Agreement and various other closing documents, and that, that to the best of his or her knowledge after reasonable investigationknowledge: (ai) 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) respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has, in all material respects, has 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; (ii) no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or threatened; and (iii) since the respective dates as of which information is given in the Final Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus. 6.4 [_______________] (f) On the date hereof, Price Waterhouse, LLP and/or any other firm of certified independent public accountants acceptable to the Underwriter shall have delivered furnished to you the Underwriter a certificateletter, dated the date hereof, in form and substance satisfactory to the Underwriter, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and stating in effect that using the assumptions and methodology used by the Company, all of which shall be described in such letter, they have recalculated such numbers and percentages set forth in the Final Prospectus as the Underwriter may reasonably request and as are agreed to by such accountants, compared the results of their calculations to the corresponding items in the Final Prospectus, and found each such number and percentage set forth in the Final Prospectus to be in agreement with the results of such calculations. To the extent historical financial information with respect to the Company and/or historical financial, delinquency or related information with respect to one or more servicers is included in the Final Prospectus, such letter or letters shall also relate to such information. (g) The Securities shall have received the rating or ratings from the Rating Agencies as set forth on Schedule I hereto. (h) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates, opinions and documents as the Underwriter may reasonably request. If any of the Presidentconditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, a Managing Director, a Director or an Associate if any of [_______________] to the effect that the signer of such certificate has examined the Pooling opinions and Servicing Agreement and this Agreement and that, to the best of his certificates mentioned above or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and elsewhere in this Agreement are true and correct shall not be in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter’s its counsel, to this Agreement and all obligations of the effect that they have performed certain specified proceduresUnderwriter hereunder may be canceled at, all of which have been agreed to or at any time prior to, the Closing Date by the Underwriter, as a result . Notice of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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 such cancellation shall be given to the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificateswriting, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters by telephone or telegraph and documents as you may reasonably requestconfirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 20120[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]GMFI. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President an Authorized Officer 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 Indenture 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 [_______________] GMFI shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate Authorized Officer of [_______________] GMFI to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] GMFI contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of XxxxxxOrrick, Xxxxxxxxxx Herrington & Xxxxxxxxx Sutcliffe LLP, special counsel for the Company and [_______________]GMFI, dated the Closing Xxxx and xx xxxx xnd xxxxxxxxe reasonably satisfactory to you, and the opinion of in-house counsel for the Company and GMFI, dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form and substance reasonably satisfactory to you. 6.8 6.6 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Pooling and Servicing Agreement,” Description of the Agreements”, “Description of the CertificatesSecurities” and “Certain Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] GMFI excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f4.4(e). 6.9 6.7 The Class A Certificates Notes shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)_______] and “AAA” by [DBRS, Inc. (“DBRS”)_________]. 6.10 6.8 You shall have received the opinion of [____________], counsel to the Trustee, dated the Closing Date, substantially Date and in form and substance reasonably satisfactory to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsyou. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__DATE], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Master Servicer. 6.3 The Company shall have delivered to you a certificate, 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 Trust Agreement 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 Indenture 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 [_______________] Master Servicer shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, Director or a Director or an Associate of [_______________] Master Servicer to the effect that the signer of such certificate has examined the Pooling Trust Agreement 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 Trust Agreement and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of XxxxxxMayer, Xxxxxxxxxx Brown, Xxxx & Xxxxxxxxx Maw LLP, special counsel for the Company 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 Closing Date and substantially to the effect set forth in Exhibit AExhibits B-1 and B-2. 6.6 You shall have received from Mayer, and the opinion of [__________]Brown, associate Xxxx & Maw LLP, counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B.Underwriter. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter 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 the Underwriter’s your counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriteryou, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Home Loan Pool”, ,” “Pooling and Servicing Agreement,” “Description of the CertificatesNotes” 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 4.4(f)5.9 hereof. 6.9 6.8 The Class A Certificates A-[1], Class A-[2], Class A-[3] and Class A-[4] Notes shall have each been rated [“AAA” ”] by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s ’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&PStandard & Poor’s”)], ) and [“Aaa” ”] by [Xxxxx’x Investor Service Investors Service, Inc. (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 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 C. 6.11 6.10 You shall have received from [_________]Mayer, associate Brown, Xxxx & Maw LLP, special counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsStandard & Poor’s and Moody’s. The Company will furnish you with conformed copies of the above opinions, certificatesNotes, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates shall be subject to (i) the accuracy on and as of the Closing Date of the representations and warranties on the part of the Company herein contained; (ii) the performance by the Company of all of its obligations hereunder; and (iii) the following conditionsconditions as of the Closing Date: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to not later than the time required by Rule 424(b) under the Act. 6.2 Since [________] [__]Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, 201[__] 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 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 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 Issuer under the Act and the Exchange Act prior to the sale of the Certificates shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company duly taken or [_______________]made. 6.3 The Company shall have delivered to you the Underwriter a certificate, 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 all other Transaction Documents to which it is a party 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. (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 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 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 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 delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, Senior Vice President or a Director or an Associate Vice President of [_______________] the Company to the effect that the signer of such certificate has examined this Agreement, the Pooling Prospectus and Servicing Agreement and this Agreement various other closing documents, and that, to the best of his or her actual knowledge after reasonable investigation, that the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and Company, respectively, in this Agreement are true and correct in all material respectsrespects as of the Closing Date. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You The Underwriter shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxxx LLPXxxx llp, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit AX-0, Xxxxxxx X-0 and Exhibit A-3 [NOTE: Exhibit A-3 will be revised to address the opinion of [__________Definitive Free Writing Prospectus], associate the opinions of in-house counsel for the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________]X-x and Exhibit B-2 and an opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for to Company, substantially to the Underwriter and [_______________], effect set forth in form satisfactory to youExhibit B-3. 6.8 6.6 The Underwriter shall have received from [___________], counsel an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 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 (or incorporated by reference) in the Definitive Free Writing Prospectus and the Prospectus Supplement under the captions “Description of the The Mortgage Pool”, “Pooling and Servicing Agreement,” “Description of the Certificates”, “Yield on the Certificates” and “Yield Pooling and Prepayment ConsiderationsServicing Agreement” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.8 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” at least as described directly below by [Standard & Poor’s 's, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRSXxxxx'x Investors Service, Inc. (“DBRSXxxxx'x”)]. The Underwriter shall have received a copy of the letter from each of the respective rating agencies to such effect; and such ratings shall not have been withdrawn on or before the Closing Date. 6.10 You 6.9 The Underwriter’s shall have received the opinion of [_________Trustee’s counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You 6.10 The Underwriter shall have received from [_________]Xxxxxxx Xxxxxxxx & Wood llp, associate special counsel to the Company, a and from in-house counsel to the Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired [S&P] and [Moody's.] 6.11 The Underwriter shall have received a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company as to the good standing of the Company and the due authorization by the Company or [________] to rate of the Certificates, or you transactions contemplated herein. 6.12 The Underwriter shall have been listed received such further information, certificates and documents as an addressee on any such opinionsthe Underwriter may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be in all material respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter’s counsel. The Company will furnish you the Underwriter with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or, if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriter and its counsel, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation obligations of the Underwriter to purchase the Certificates Stock shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: 6.1 No (a) The Prospectus, and any supplement thereto, has been filed in the manner and within the time period required by Rule 424(b); and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Stock within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall be in effect, have been issued and no proceedings for that purpose shall be pending orhave been instituted or threatened. (b) The Company shall have requested and caused Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, each in form and substance satisfactory to the Underwriter, to the knowledge effect set forth in Exhibit B hereto. (c) The Underwriter shall have received from Sidley Austin 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 Stock, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriter a certificate of the Company, threatened signed by the Commission; and the Prospectus Supplement shall have been filed principal financial 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 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition accounting officer of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificateCompany, 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 carefully examined this Agreement, the Approved Offering MaterialsRegistration Statement, the Prospectus, the Pooling Disclosure Package and Servicing any supplements or amendments thereto, and this Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ai) 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) on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has, in all material respects, has 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 [_______________] shall have delivered to you a certificate, dated (ii) no stop order suspending the Closing Date, effectiveness of the President, a Managing Director, a Director Registration Statement or an Associate any notice objecting to its use has been issued and no proceedings for that purpose or pursuant to Section 8A of [_______________] to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and thatSecurities Act have been instituted or, to the best Company’s knowledge, threatened; (iii) the Company has not received any notice of his objection of the Commission to the use of the Registration Statement or her knowledge after reasonable investigation, any post-effective amendment thereto pursuant to Rule 401(g)(2) under the representations and warranties Securities Act; and (iv) since the date of [_______________] contained the most recent financial statements included or incorporated by reference in the Pooling and Servicing Agreement and in this Agreement are true and correct in all Prospectus (exclusive of any supplement thereto), there has been no material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained adverse change in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion condition (financial or otherwise), earnings, business, properties or prospects of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business or otherwise, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). (e) The Company shall have furnished to the Underwriter the opinion or opinions of Sxxxxx X. Xxxxx, the Company’s General Counsel (or such other in-house legal officer or officers acceptable to the Underwriter), signed by the General Counsel or such counsel or counsels, dated the Closing Date and substantially addressed to the Underwriter, to the effect set forth in Exhibit AC hereto. (f) The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Underwriter, at the Execution Time and at the opinion of [__________]Closing Date, associate counsel for letters, (which may refer to letters previously delivered to the Company and [_______________]Underwriter), dated respectively as of the Execution Time and as of the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________]Date, counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance satisfactory to the Underwriter, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Base Prospectus, the Registration Statement and the Prospectus. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Prospectus (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 (f) 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 or otherwise, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any 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, sale or delivery of the Stock as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Prospectus (exclusive of any supplement thereto). (h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) The New York Stock Exchange shall have approved the Stock for listing, subject only to official notice of issuance. (j) The Lock-Up Agreements between 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 (or incorporated by reference) 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 officers of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratingsset forth on Schedule II, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel delivered to the TrusteeUnderwriter on or before the date of this Agreement, dated shall be in full force and effect on the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above All opinions, certificatesletters, letters evidence and documents as you may 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 requestsatisfactory to counsel for the Underwriter.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter to purchase the Certificates Underwritten Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: 6.1 (a) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and not withdrawn and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commissionhave been instituted or threatened; and the Final Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to in accordance with Rule 424(b) 424 under the Act0000 Xxx. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificatecertificate of the Company, signed by the President or a vice president or an assistant vice president of the Company and 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 carefully examined this Agreementthe Registration Statement, the Approved Offering Materials, the Pricing Free Writing Prospectus, the Pooling Final Prospectus and Servicing this Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: that (ai) 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 respects as of the Closing Date with the same effect as if made on the Closing Date, (bii) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required by this Agreement to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 [_______________] shall have delivered to you a certificate, dated (iii) no stop order suspending the Closing Date, effectiveness of the President, a Managing Director, a Director or an Associate of [_______________] to the effect Registration Statement has been issued and no proceedings for that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and thatpurpose have been instituted or, to the best Company’s knowledge, threatened, (iv) nothing has come to the attention of his such officer that would lead such officer to believe that any information provided by the Company to the Underwriter for use in any Free Writing Prospectus or her knowledge after reasonable investigationthe Final Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, the representations and warranties of [_______________] contained in the Pooling light of the circumstances under which they were made, not misleading and Servicing Agreement and (v) subsequent to the respective dates as of which information is given in this Agreement are true and correct the Final Prospectus, there has not been any material adverse change in all material respectsthe general affairs capitalization, financial condition or results of operations of the Company. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You (c) The Underwriter shall have received the opinion of Xxxxxx, Xxxxxxxxxx from Xxxxxxx Xxxxxxxx & Xxxxxxxxx Xxxx LLP, special counsel for the Company and [_______________]NCCC, a favorable opinion, dated the Closing Date and substantially satisfactory in form and substance to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company Underwriter. Such opinion may (x) express its reliance as to factual matters on the representations and [_______________]warranties made by, dated and on certificates or other documents furnished by officers of, the Closing Date and substantially parties to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding Operative Agreements, (y) assume the Prospectus from [_________________]due authorization, counsel for execution and delivery of the Underwriter instruments and [_______________]documents referred to therein by the parties thereto other than the Company, in form satisfactory to youand (z) be qualified as an opinion only on the federal laws of the United States of America, the laws of the State of New York and the corporation law of the State of Delaware. 6.8 (d) The Underwriter shall have received from [___________]KPMG LLP, certified public accountants, (a) a letter two letters, one dated the date hereof and one dated the date of the Final Prospectus and satisfactory in form and substance to the Underwriter and counsel for the Underwriter’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) in the Pricing Free Writing Prospectus Supplement and Final Prospectus under the captions “Description Summary of the Prospectus Supplement—The Mortgage Pool”, “Pooling and Servicing AgreementLoans,” “Description Risk Factors” (to the extent of information regarding the Certificates” Mortgage Loans therein), and “Yield and Prepayment ConsiderationsThe Mortgage Pool” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)New Century. 6.9 (e) The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You Underwriter shall have received the from its counsel such opinion of [_________], counsel to the Trusteeor opinions, dated the Closing Date, substantially with respect to the issuance and sale of the Underwritten Notes, the Registration Statement and the Final Prospectus, and such other related matters as you may reasonably require. (f) The Underwritten Notes shall have been given the ratings set forth in Schedule I hereto by the Rating Agencies. (g) The Underwriter shall have received, from counsel for the Indenture Trustee, a favorable opinion, dated the Closing Date, and in form and substance satisfactory to the Underwriter and its counsel, to the effect set forth that the Operative Agreements to which it is a party have been duly authorized, executed and delivered by the Indenture Trustee and constitute legal, valid and binding agreements of the Indenture Trustee, enforceable in Exhibit C.accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights in general and by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and as to such other matters as may be agreed upon by the Indenture Trustee and the Underwriter. 6.11 You (h) The Underwriter shall have received from [_________]NCCC, associate in form and substance satisfactory to counsel for the Underwriter: (i) An officer’s certificate stating that on the Closing Date, (x) the representations and warranties of NCCC under the MLPA will be true and correct and no event has occurred that would constitute a default thereunder; (y) nothing has come to the attention of such officer that would lead such officer to believe that the information set forth in the Prospectus, other than the Underwriter’s Information and with respect to any private placement memorandum, any information of a comparable nature, contains any untrue statement of a material fact or omits 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 and (z) subsequent to the respective dates as of which information is given in the Prospectus Supplement and any private placement memorandum, there has not been any material adverse change in the general affairs, capitalization, financial condition or results of operations of NCCC or any of its affiliates. (ii) An officer’s certificate relating to the MLPA and the obligations of NCCC thereunder, and attached thereto the applicable resolutions of the board of directors of NCCC, together with the copies of the certificate of incorporation and by-laws of NCCC and a certificate of good standing of NCCC under the laws of the State of California. (iii) An opinion of in-house counsel to NCCC in form and substance satisfactory to the Underwriter and its counsel. (i) The Underwriter shall have received from the Servicer, in form and substance satisfactory to counsel for the Underwriter: (i) An officer’s certificate stating that on the Closing Date the representations and warranties of the Servicer contained in the Servicing Agreement will be true and correct and no event has occurred with respect to the Servicer that would constitute an Event of Default thereunder; (ii) An officer’s certificate relating to the Servicing Agreement and the obligations of the Servicer thereunder, as a Servicer or otherwise, and attached thereto the applicable resolutions of the board of directors of the Servicer, together with copies of the certificate of incorporation and by-laws of the Servicer and a certificate of good standing of the Servicer; and (iii) The Underwriter shall have received from counsel to the Servicer, a favorable opinion, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriter. (j) The Underwriter shall have received copies of any opinions of counsel to the Company, a reliance letter NCCC and the Servicer supplied to the Rating Agencies or the Indenture Trustee relating to certain matters with respect to any the Notes. Any such opinions delivered shall be dated the Closing Date and addressed to any rating agency that is hired the Underwriter or accompanied by the Company reliance letters to the Underwriter or [________] shall state that the Underwriter may rely upon them. (k) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to rate the CertificatesUnderwriter and its counsel, or you and the Underwriter and its counsel shall have been listed as an addressee on any received such opinions. The Company will furnish you with conformed copies of the above opinionsother information, certificates, letters certificates and documents as you they may reasonably request. (l) There shall not have occurred any development that has caused a material adverse change in the financial condition, results of operations or business of New Century or the Company. (m) All documents required under the MLPA have been provided to the appropriate parties. (n) [Reserved] (o) The Underwriter shall have received a copy of the opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Owner Trustee, an opinion, dated the Closing Date, in form and substance satisfactory to the Underwriter. (p) The Interest Rate Swap Agreement shall have been delivered. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Company is in breach of any covenants or agreements contained herein or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriter and its counsel, this Agreement and all obligations of the Underwriter hereunder may be cancelled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s Your obligation to purchase the Certificates Notes shall be subject to the accuracy of, and compliance with, the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificate furnished by the Company on the Closing Date, to the performance by the Company of its obligations to be performed hereunder on or prior to the Closing Date and to the following additional conditions: 6.1 No (a) The Final Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by the applicable paragraph of Rule 424(b) 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 threatened. (b) The Company shall have furnished to you the opinion of Xxxxxx X. Xxxxxxxx, Esq., Vice President, General Counsel and Secretary of the Company, dated the Closing Date, to the effect that: (i) the Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Illinois and has the necessary corporate power and authority to own and operate its properties and conduct the business it is described as conducting in the Final Prospectus; (ii) the Company has full power and authority to execute and deliver, and perform its obligations under, the Mortgage and the Indenture, and to issue and sell the Notes under the Indenture and to issue the First Mortgage Bonds under the Mortgage, and each of the Mortgage and the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act, and constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms; (iii) the Notes have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and will be entitled to the benefit of the security afforded by the Indenture; (iv) the First Mortgage Bonds have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Corporate Trustee and upon delivery in effectaccordance with the terms of the Mortgage, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and will be entitled to the benefit of the security afforded by the Mortgage; (v) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company of a character required to be disclosed in the Registration Statement or the Final Prospectus that is not adequately disclosed therein, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit, that is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters; (vi) the Registration Statement has become, and on the Closing Date is, effective under the Act; any required filing of any Preliminary Prospectus and the Final Prospectus, and any supplement thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by the applicable paragraph of Rule 424(b); no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose shall be pending have been instituted or, to the best knowledge of the Companysuch counsel, threatened under Section 8 of the Act; at the Effective Date, the Registration Statement and, at the time it was filed pursuant to Rule 424(b), the Final Prospectus (except in each case for the financial statements and other financial and statistical data contained or incorporated by reference therein, as to which such counsel need express no opinion) complied as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act, as applicable, and the respective rules and regulations promulgated by the CommissionCommission thereunder; and with respect to the Prospectus Supplement shall have been documents filed or transmitted for filing by means reasonably calculated to result in a filing the Company with the Commission pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Final Prospectus pursuant to Item 12 of Form S-3, such documents, on the date filed with the Commission, complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated by the Commission thereunder; and such counsel has no reason to believe that, at the Effective Date, the Registration Statement 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 or that the Final Prospectus, at the time it was filed pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, dated and at the Closing Date, included or includes an 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 Presidentcircumstances under which they were made, a Senior Vice President not misleading (except in each case for the financial statements and other financial and statistical data contained or a Vice President incorporated by reference therein, as to which such counsel need express no opinion); (vii) the Company has full power and authority to execute and deliver, and perform its obligations under, this Agreement and this Agreement has been duly authorized, executed and delivered by the Company; (viii) the Illinois Commerce Commission has duly authorized the issue and sale of the Notes by the Company and the issue of the First Mortgage Bonds by the Company pursuant to the effect that ICC Order; the signer ICC Order is sufficient for the issue and sale of the Notes by the Company as contemplated by this Agreement and the issue of the First Mortgage Bonds by the Company as contemplated by the Mortgage and is in full force and effect; and no other consent, approval, authorization or order of any court or governmental agency or body (other than under the Act or the Trust Indenture Act, which have been obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction, as to which such certificate has examined counsel need express no opinion) is legally required in connection with the execution, delivery and performance of this Agreement, the Approved Offering MaterialsMortgage and the Indenture by the Company, the Prospectusauthorization, issuance and sale of the Notes by the Company or the authorization and issuance of the First Mortgage Bonds by the Company; (ix) the execution, delivery and performance of the Mortgage, Indenture, the Pooling First Mortgage Bonds, the Notes and Servicing this Agreement and various other closing documentsby the Company, and thatthe fulfillment of the terms thereof and hereof by the Company, will not conflict or result in a breach of any of the terms or provisions of, or constitute a default under any provision of, (w) the Company's articles of incorporation or by-laws, (x) the Mortgage or the Indenture, (y) any other indenture, mortgage, deed of trust or other agreement or instrument, of which such counsel has knowledge, to which the Company is now a party, or (z) any provision of any law applicable to the Company or, to the best of his such counsel's knowledge, any order, rule or her knowledge after reasonable investigation:regulation of any court or governmental agency or body having jurisdiction over the Company or any of its activities or properties; (ax) the representations and warranties provisions of the Company in this Agreement Notes and in the Pooling Indenture and Servicing Agreement are true the First Mortgage bonds and correct the Mortgage conform 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 respects as to be performed or satisfied hereunder at or prior legal matters to the Closing Date. 6.4 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] statements concerning them contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Final Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Pool”, “Pooling and Servicing AgreementNotes,” “" "Description of the Certificates” Senior Notes" and “Yield and Prepayment Considerations” agrees with the records "Description of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.Senior Note Mortgage Bonds;"

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx LLPWood, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially Cxxxxxx Xxxx xxx subxxxxtially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received haxx xxxxived the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood, associate special counsel to the Company, a and from in-xxxxx xxxxxxx xx the Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish xxxxxxh you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation obligations of the Underwriter hereunder, as to purchase the Certificates Shares to be delivered at each Delivery Date, shall be subject subject, in its discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the date hereof and each Delivery Date, true and correct and the condition that the Company shall have performed all of its obligations hereunder theretofor to be performed, and the following additional conditions: 6.1 No (a) The Prospectus, and, any such supplement, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); no stop order suspending the effectiveness use of the Registration Statement Prospectus or any Issuer Free Writing Prospectus shall be in effect, have been issued and no proceedings proceeding for that purpose shall be pending have been initiated or, to the knowledge of the Company, threatened by the Commission; and all requests for additional information on the Prospectus Supplement part of the Commission shall have been filed complied with to your reasonable satisfaction. (b) On each Delivery Date, Squire, Xxxxxxx & Xxxxxxx (US) LLP, counsel for the Underwriter, shall have furnished to you an opinion or transmitted opinions, dated such dates, with respect to the issuance and sale of the Shares on each such Delivery Date, the Registration Statement, the Disclosure Package, the Prospectus, and other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (c) On each Delivery Date, Xxxxxx Xxxxxx Rosenman LLP (“Katten”), counsel for filing by means reasonably calculated the Company, shall have furnished to you its written opinion, dated such dates, in form and substance satisfactory to you, to the effect that: (i) Neither the Company nor its subsidiaries are an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (ii) The Company and its 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 respective jurisdictions of incorporation or organization, with corporate power and authority to own or lease their respective properties and conduct their respective businesses as described in the Disclosure Package and the Prospectus, and each of the Company and its 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; (iii) All of the issued shares of capital stock of the Company have been duly authorized and validly issued and conform to the description contained in the Prospectus; and there are no preemptive or similar rights to subscribe for or to purchase any securities of the Company under the Amended and Restated Certificate of Incorporation of the Company or under Delaware law; (iv) The Registration Statement has been declared effective under the Securities Act; any required filing with of the Commission Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b), to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened under the Securities Act.; 6.2 Since [________] [__], 201[__] there shall (v) The Shares have been no material adverse change (not 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 Shares contained in the ordinary course Prospectus, as amended or supplemented, and will be free of businessstatutory preemptive rights and contractual preemptive rights, resale rights, rights of first refusal and similar rights; (vi) in To such counsel’s knowledge, there are no legal or governmental proceedings pending to which the condition Company or any of its subsidiaries is a party or of which any property or assets of the Company or [_______________]its subsidiaries is subject which, if determined adversely to the Company or its 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); (viii) The issuance and sale of the Shares and the performance of this Agreement by the Company and the consummation of the other transactions contemplated by this Agreement will not result in any violation of the provisions of the certificate of incorporation, bylaws, articles of organization or operating agreement of the Company or its 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 or its 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 Shares 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, any necessary listing application with NASDAQ, and such as may be required under the rules of FINRA in connection with the purchase and distribution of the Shares by the Underwriter; (x) The Registration Statement, the Disclosure Package 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; the eligibility requirements for the use of Form S-3 in connection with the registration of Shares were met at the time of filing the Registration Statement; and the Registration Statement meets, and the offering and sale of the Shares as contemplated by the Underwriting Agreement complies with, the requirements of Rule 415 under the Act; (xi) The Amended and Restated Certificate of Incorporation of the Company and the Second Amended and Restated By-laws of the Company, each in the form filed as an exhibit to the Registration Statement, have been duly adopted and are in full force and effect as of the date hereof, in each case in accordance with the Delaware General Corporation Law, and the Amended and Restated Certificate of Incorporation has been filed as required with the Secretary of State of Delaware; (xii) The Shares are duly listed and authorized for trading, subject to official notice of issuance, on The NASDAQ Stock Market; (xiii) To such counsel’s knowledge, there are no contracts, licenses, agreements, leases or documents of any character that are required to be described in the Registration Statement, the Disclosure Package and the Prospectus or to be filed as an exhibit to the Registration Statement, the Disclosure Package and the Prospectus that have not been so described or filed as required; and (xiv) Except for the rights described in the Prospectus that have not been exercised, no person has the right, pursuant to the terms of any contract, agreement or other instrument described in or filed as an exhibit to the Registration Statement or any Incorporated Documents, or otherwise known to us, to cause the Company to register under the Securities Act any shares of capital stock of the Company or to include any such shares in the Registration Statement or the offering contemplated thereby. 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 its subsidiaries, and public officials. On each Delivery Date, Katten shall also deliver a letter to you stating that nothing has come to its attention which leads it to believe that, as of the effective date of the Registration Statement and as of each Delivery Date, the Registration Statement, the Disclosure Package 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 its belief is based upon the procedures set forth therein, but is without independent check or verification. 6.3 (d) At 10:00 a.m., Richmond, Virginia time, on the date of this Agreement and also at each Delivery Date, Xxxxx Xxxxxxxx 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 Disclosure Package and the Prospectus. (i) The Company and its 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 Disclosure Package and the Prospectus, and (ii) since the respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or its 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 or its subsidiaries, otherwise than as set forth or contemplated in the Disclosure Package 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 Shares 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 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; (ii) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; or (iii) (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 Shares being delivered at such Delivery Date on the terms and in the manner contemplated in the Disclosure Package or Prospectus. (g) The Company shall have delivered furnished or caused to be furnished to you a certificate, dated copies of agreements between the Closing Date, Company and each of the President, a Senior Vice President or a Vice President executive officers and directors of the Company named on Schedule III hereto, 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 Common Stock beneficially owned by them, or any securities convertible into, or exchangeable for, shares of Common Stock on or before the ninetieth (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 each Delivery Date certificates of officers of the Company satisfactory to you as to the effect that the signer accuracy 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 herein at and in as of the Pooling date hereof and Servicing Agreement are true and correct in all material respects; and (b) the Delivery Date, as to the performance by the Company has, in of all material respects, complied with all the agreements and satisfied all the conditions on of its part obligations hereunder to be performed or satisfied hereunder at or prior to such Delivery Date, as to the Closing Datematters set forth in subsections (a) and (e) of this Section 7 and as to such other matters as you may reasonably request. 6.4 [_______________] (i) The Shares shall have delivered been approved for quotation and trading on the NASDAQ. (j) FINRA shall not have raised any objection with respect to you a certificate, dated the Closing Date, fairness or reasonableness of the Presidentunderwriting, a Managing Directoror other arrangements of the transactions contemplated hereby. If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement, a Director or an Associate if any of [_______________] to the effect that the signer of such certificate has examined the Pooling opinions and Servicing Agreement and this Agreement and that, to the best of his certificates mentioned above or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and elsewhere in this Agreement are true and correct shall not be in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter’s its counsel, to this Agreement and all obligations of the effect that they have performed certain specified proceduresUnderwriter hereunder may be canceled at, all of which have been agreed to or at any time prior to, each Delivery Date by the Underwriter, as a result . Notice of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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 such cancellation shall be given to the Company and [_______________] excluding any questions in writing, or by telephone or facsimile (with written confirmation of legal interpretation and (b) the letter prepared pursuant to Section 4.4(freceipt). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 1, 20[ ] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 delivered to you a certificate, dated received the Closing Date, of the President, a Managing Director, a Director or an Associate opinions of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit AExhibits A-1, A-2 and A-3, and the opinion of [__________], associate counsel for the Company couxxxx xxx xxx Xxxpany and [_______________]Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.6 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [_________________], special counsel for the Underwriter Company and [_______________]Residential Funding, in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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(f4.4(e). 6.9 6.8 The Class A Certificates shall have been rated “AAA” "[____]" by [Fitch Ratings, (“"Fitch”")], “AAA” ] and [____] by [Standard & Poor’s 's (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”")]. 6.10 6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 You shall have received the opinion of [_________], special Minnesota tax counsel for the Company, dated the Closing Date, substantially to the effect set forth in Exhibit D. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]1, 20120[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 delivered to you a certificate, dated received the Closing Date, of the President, a Managing Director, a Director or an Associate opinions of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit AExhibits A-1, A-2 and A-3, and the opinion of [__________], associate counsel for the Company and [_______________]fxx xxx Xxxxxxx xxd Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.6 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter 6.7 You shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter you and the Underwriter’s your counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriteryou, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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(f4.4(e). 6.9 6.8 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” "____"] by [Standard & Poor’s 's, a division of The McGraw-Hill Companies, Inc. (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”")] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of ["____"] by [Moody's Invxxxxxx Xxxvice, Inc. ("Moody's")]. The [Class M-1S Cexxxxxxxtes shall have been rated ["_____], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from "] by Moody's and ["____"] by S&P. The Class M-2S Certificates shall have been rated ["_____], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired "] by the Company or Moody's and ["____"] by S&P". The Class M-3S Certificates shall have been rated ["____"] to rate the Certificates, or you by Moody's and ["____"] by S&P. The Class M-4 Certificates shall have been listed as an addressee on any such opinions. rated ["____"] by Moody's and ["____"] by S&P. The Company will furnish you with conformed copies of the above opinions, certificates, letters Class M-5 Certificates shall have been rated ["____"] by Moody's and documents as you may reasonably request["____"] by S&P. The Class M-6 Certificates shall have been rated ["____"] by Moody's and ["____"] by S&P. The Class M-7 Certificates shall have been rated ["____"] by Moody's and ["____"] by S&P. The Class M-8 Certificates shall have been rated ["____"] by Moody's and ["____"] by S&P. The Class M-9 Certificates shall have been rated ["____"] by Moody's and ["____"] by S&P].

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates in the respective amounts set forth opposite their names on Schedule I attached hereto shall be subject to the following additional conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the CommissionCommission or by any authority administering any state securities or Blue Sky law; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, 201[__] 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 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 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 Issuer under the Act and the Exchange Act prior to the sale of the Certificates shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company duly taken or [_______________]made. 6.3 The Company shall have delivered to you 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 effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Indenture, the Servicing Agreements, the Mortgage Loan Purchase Agreement, the Trust 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 Trust 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; (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 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 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 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 delivered to you the Underwriter a certificate, dated the Closing Date, of the President, an Executive Vice President, a Managing Director or a Director of the Company to the effect that the signer of such certificate has examined the Servicing Agreements, the Indenture, 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, Director or a Director or an Associate of [_______________] the Seller to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Mortgage Loan Purchase Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] the Seller contained in the Pooling and Servicing Agreement and in this Mortgage Loan Purchase Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion and letter of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx Wood LLP, special counsel for the Company and [_______________]the Seller, dated the Closing Date xxxxx xxx Xxxxxng Xxxx and substantially to the effect set forth in Exhibit A, A and Exhibit B [NOTE: Exhibit B will be revised to address the opinion of [__________Definitive Free Writing Prospectus], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B.. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________]Underwriter, an opinion dated the Closing Date in form and substance satisfactory to youthe Underwriter. 6.8 The Underwriter (i) You shall have received from [___________]Deloitte & Touche LLP, certified public accountants, (a) a letter addressed to the Underwriter and dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter’s '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 (or incorporated by reference) in the Prospectus Supplement under the captions “"The Mortgage Pool" and "Description of the Mortgage Pool”, “Pooling Grantor Trust Certificates and Servicing Agreement,” “Description of the Certificates” and “Yield and Prepayment Considerations” Notes" agrees with the records of the Company and [_______________] the Seller excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated ii) At the Closing Date, substantially Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such opinions. The Company will furnish you with conformed copies information is not covered in the letter or letters provided pursuant to Section 6.7(i), to the characteristics of the above opinionsmortgage loans, certificates, letters and documents as you may reasonably requestpresented in the Prospectus Supplement.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, 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 Agreement, the Trust Agreement, the Indenture 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 Indenture 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, , the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, , the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Pooling and Servicing AgreementDescription of the Agreements,” “Description of the CertificatesSecurities” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates Notes shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [____________] to rate the CertificatesNotes, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 Indenture 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Pooling and Servicing AgreementDescription of the Agreements,” “Description of the CertificatesSecurities” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates Notes shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [____________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [__________] to rate the CertificatesNotes, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [_______________] 1, 20[__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 delivered to you a certificate, dated received the Closing Date, of the President, a Managing Director, a Director or an Associate opinions of [_______________] __], special counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect that set forth in Exhibits A-1, A-2 and A-3, and 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 opinion of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for associxxx xxxxxxx xor the Company and [_______________]Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.6 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter, in form satisfactory to you. 6.7 The Underwriter and shall have received from [_______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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(f). 6.9 6.8 The Class I-A and Class R-I Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of ["____"] by [Moody's Investors Service, Inc. ("Moody's")] and ["_____"] by [Fitch Rxxxxxx ("Fitch")]. The Class II-A, counsel to the TrusteeClass III-A, dated the Closing DateClass R-II, substantially to the effect set forth in Exhibit C. 6.11 You Class R-III, Class R-IV and Class R-V Certificates shall have received from been rated ["____"] and, with respect to the Class II-A-4, Class II-A-7, Class III-A-8 and Class III-A-10 Certificates, ["_____], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired "] by the Company or Moody's and ["____"] by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's") and Fitch. The Cxxxx X-X-0, Class II-M-1 and Class III-M-1 Certificates shall have been rated ["____"] to rate the Certificatesby Fitch. The Class I-M-2, or you Class II-M-2 and Class III-M-2 Certificates shall have been listed as an addressee on any such opinionsrated ["____"] by Fitch. The Company will furnish you with conformed copies of the above opinionsClass I-M-3, certificates, letters Class II-M-3 and documents as you may reasonably requestClass III-M-3 Certificates shall have been rated ["____"] by Fitch.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 6.1. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 6.2. Since [________] [_ 1, __], 201[__] _ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 6.3. The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 6.4. You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx Wood LLP, special counsel for the Company and [_______________]the Master Sxxxxxxx, dated the Closing xxxxx xhe Xxxxing Date and substantially to the effect set forth in Exhibit AA-1 and Exhibit A-2, and the opinion of [__________], associate counsel for the Company and [_______________to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.5. You shall have received a negative assurance letter regarding the Prospectus from [_________________]_______, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.6. The Underwriter and [shall have received from _______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request."Pooling

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a the Executive 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of XxxxxxThacher Proffitt & Woox, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for xxxxxxx xxxxxel xxx the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Servxxx, Inc. (“DBRS”)Xxc.]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Woox XXX, associate xxxxxxx xounxxx to the Company, and from in-house counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Servxxx, or you shall have been listed as an addressee on any such opinionsXxc.]. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [_ 1, __], 201[__] _ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________Name of Counsel to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.5 You shall have received a negative assurance letter regarding the Prospectus from [_________________Name of Counsel to Underwriter], counsel for the Underwriter and [_______________]Underwriter, an opinion dated the Closing Date in form and substance satisfactory to youthe Underwriter. 6.8 6.6 The Underwriter shall have received from [___________Name of Company's Accountant], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter’s '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"[AAA” by [Fitch Ratings, (“Fitch”)], “AAA” " by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)'s] and “AAA” by [DBRS, Inc. (“DBRS”)Fitch Ratings]. 6.10 6.8 You shall have received the opinion of [_________Name of Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Xxxxxx, associate Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsand [Fitch Ratings]. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase obligations of the Certificates shall be Underwriter are subject to the following conditions: 6.1 No condition that the Registration Statement shall remain effective on the date hereof and the Closing Date and no stop order suspending with respect to the effectiveness of the Registration Statement shall be in effecthave been issued under the Securities Act nor any proceedings initiated under Sections 8(d) or 8(e) of the Securities Act, and no proceedings for that purpose shall be pending or, to the knowledge following additional conditions. (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, and the Fund from that set forth in the Time of Sale Prospectus and Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the Underwriter’s judgment, is material and adverse and that makes it, in the Underwriter’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus and Prospectus. (b) The Underwriter shall have received on the Closing Date a certificate dated the Closing Date and signed by the chief executive officer and chief financial officer of the Company, threatened by (i) that such officers have carefully reviewed the Commission; Registration Statement, the Time of Sale Prospectus 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 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, 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 thatand, to the best knowledge of his such officers, the representations set forth in Sections 1(a)-(d) hereof are true and correct, (ii) to the effect set forth in Section 5(a) above, (iii) that no stop order with respect to the effectiveness of the Registration Statement has been issued under the Securities Act nor any proceedings have been initiated under Sections 8(d) or her knowledge after reasonable investigation: 8(e) of the Securities Act and (aiv) that the representations and warranties of the Company contained in this Agreement are true, correct and in complete as of the Pooling Closing Date and Servicing Agreement are true and correct in all material respects; and (b) that the Company has, in all material respects, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder at on or prior to before the Closing Date. 6.4 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of . The officers signing and delivering such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to may rely upon the best of his or her knowledge after reasonable investigationas to proceedings threatened. (c) The Underwriter shall have received on the Closing Date, an opinion of Xxxxxxx LLP, Maryland counsel for the representations and warranties of [_______________] contained Company, dated the Closing Date in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.form attached hereto as Exhibit B. 6.5 [[_______________] (d) The Underwriter shall have delivered received on the Closing Date, an opinion and letter of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, outside counsel to you a certificatethe Company, dated the Closing Date in the form attached hereto as Exhibit C. (e) The Underwriter shall have received on the Closing Date, an opinion and letter of O’Melveny & Xxxxx LLP, counsel for the Underwriter, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] in form and substance satisfactory 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 (f) The Underwriter shall have received from [___________]received, certified public accountantson each of the date hereof and the Closing Date, (a) a letter dated the date hereof hereof, and satisfactory the Closing Date in form and substance reasonably satisfactory to the Underwriter, from Ernst & Young LLP, independent public accountants, 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 in or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The Lock-up Agreements between the Underwriter and the Underwriter’s counselparties set forth on Schedule IV relating to sales and certain other dispositions of shares of Class A Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect that they have performed certain specified procedures, all of which have been agreed to by on the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)Closing Date. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated h) On or before the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You Underwriter and counsel for the Underwriter shall have received from [_________]such information, associate counsel documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by issuance and sale of the Company or [________] to rate the CertificatesShares as contemplated herein, or you in order to evidence the accuracy of any of the representations and warranties or the satisfaction of any of the conditions or agreements herein contained. (i) The Shares shall have been listed as an addressee approved for listing on any such opinions. The Company will furnish you with conformed copies the NYSE, subject to official notice of the above opinions, certificates, letters and documents as you may reasonably requestissuance.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, 201[__] there shall not have been no material adverse change (not any change, or any development involving a prospective change, in or affecting the ordinary course of business) in the condition business or properties of the Company or [Company, _______________]________, a __________ corporation (the "Seller"), and its successors and assigns the 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 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 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 you a certificate, dated the Closing Date, of the President, a Senior Vice President or a the Executive 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 [_______________] shall have delivered to you a certificate, dated (c) no stop order suspending the Closing Date, effectiveness of the President, a Managing Director, a Director Registration Statement has been issued and no proceedings for that purpose have been instituted or an Associate of [_______________] are contemplated; (d) subsequent to the effect that respective dates as of which information is given in the signer 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 such certificate has examined operations of the Pooling and Servicing Agreement and this Agreement and thatCompany 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 their knowledge, threatened, against the best of his Company or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in Seller that could reasonably have a material adverse affect on (i) the Pooling and Servicing Agreement and in Company or the Seller or (ii) the transactions contemplated by this Agreement 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 all material respectsone 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. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 6.4 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx Wood LLP, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially thx Xxxxxxx Xxxx xnd xxxxtantially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) in the Definitive Free Writing Prospectus and 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received the opinion receivex xxx xpinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood LLP, associate special counsel to the Company, a and from xx-xxxxx xxxxxxx to xxx Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish you with yxx xxxx conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the CompanyDepositor, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Depositor. 6.3 The Company Depositor shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company Depositor 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 Depositor in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) the Company Depositor 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxxx LLPWood, special counsel for the Company and [_______________]Depositor, dated the Closing Date and substantially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 (or incorporated by reference) 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 [_______________] Depositor excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], Ratings Services] and [Fitch Ratings] and “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRSInvestors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received the opinion of [_________Trustee’s Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Xxxxxxx Xxxxxxxx & Wood, associate special counsel to the CompanyDepositor, a and from in-house counsel to the Depositor, reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor’s Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Xxxxx’x Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company Depositor will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, 201[__] there shall not have been no material adverse change (not any change, or any development involving a prospective change, in or affecting the ordinary course of business) in the condition business or properties of the Company or [Company, _______________]_____, a ____________ (the "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 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 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 you a certificate, dated the Closing Date, of the President, a Senior Vice President or a the Executive 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 [_______________] shall have delivered to you a certificate, dated (c) no stop order suspending the Closing Date, effectiveness of the President, a Managing Director, a Director Registration Statement has been issued and no proceedings for that purpose have been instituted or an Associate of [_______________] are contemplated; (d) subsequent to the effect that respective dates as of which information is given in the signer 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 such certificate has examined operations of the Pooling and Servicing Agreement and this Agreement and thatCompany 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 their knowledge, threatened, against the best of his Company or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in Seller that could reasonably have a material adverse affect on (i) the Pooling and Servicing Agreement and in Company or the Seller or (ii) the transactions contemplated by this Agreement 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 all material respectsone 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. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 6.4 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx Wood LLP, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially thx Xxxxxxx Xxxx xnd xxxxtantially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) in the Definitive Free Writing Prospectus and 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received the opinion thx xxxxxon of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood LLP, associate special counsel to the Company, a and from xx-xxxxx xxxxxxx to xxx Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish xxxxxxx you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [____________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [_____________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [_ __], 20120[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 Agreement, the Trust Agreement, the Indenture 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 Indenture 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 delivered to you a certificate, dated received the Closing Date, of the President, a Managing Director, a Director or an Associate opinions of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit AExhibits 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. 6.7 6.6 You shall have received a negative assurance letter regarding the Prospectus from [_________________], special counsel for the Underwriter Company and [_______________]Residential Funding, in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Home Loan Pool”", “Pooling and Servicing Agreement,” “"Description of the Certificates” Servicing Agreement", "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(f4.4(e). 6.9 6.8 The Class A Certificates Notes shall have been rated “AAA” "[____]" by [Fitch Ratings, (“"Fitch”")], “AAA” ] and [____] by [Standard & Poor’s 's (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”")]. 6.10 6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 You shall have received the opinion of [_________], special Minnesota tax counsel for the Company, dated the Closing Date, substantially to the effect set forth in Exhibit D. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of ------------------------------------------------ the Underwriter to purchase the Certificates Bonds shall be subject to the accuracy of the representations and warranties on the part of the Issuer and the Company contained herein as of the Execution Time and the Closing Date and on the part of the Company contained in Article 3 of the Sale Agreement and in Section 6.01 of the Servicing Agreement as of the Closing Date, to the accuracy of the statements of the Issuer and the Company made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and the Company of their obligations hereunder to be performed on or prior to the Closing Date and to the following additional conditions: 6.1 No (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Underwriter agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM (Eastern Daylight Time), on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM (Eastern Daylight Time) on such date, or (ii) 12:00 Noon (Eastern Daylight Time) on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM (Eastern Daylight Time) on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for that purpose shall be pending or, to the knowledge have been instituted or threatened. (b) The Underwriter shall have received opinions of counsel for the Company, threatened portions of which may be delivered by Day, Xxxxx & Xxxxxx LLP, outside counsel for the Commission; Company, portions of which may be delivered by Xxxx, Xxxxx and Xxxxxxxxxx, Professional Association, outside counsel for the Prospectus Supplement shall have been filed or transmitted Company, and portions of which may be delivered by in-house counsel for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under Company, as the Act. 6.2 Since [________] [__]Underwriter may agree, 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, each dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter, to the effect that: (i) the Company is a validly existing corporation in good standing under the laws of the Presidentjurisdiction in which it is chartered or organized and has all requisite corporate power and authority to own its properties, conduct its business as described in the Registration Statement and the Prospectus, and to execute, deliver and perform its obligations under this Agreement, the Sale Agreement, the Servicing Agreement and the Administration Agreement; (ii) the Sale Agreement, the Servicing Agreement and the Administration Agreement have been duly authorized, executed and delivered by, and constitute legal, valid and binding instruments enforceable against, the Company in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws or equitable principles affecting creditors' rights generally from time to time in effect); this Agreement has been duly authorized, executed and delivered by the Company; (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its affiliates or challenging the Finance Order or the collection of the RRB Charges or the use and enjoyment of RRB Property under the Statute of a Senior Vice President character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a Vice President character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required; (iv) no consent, approval, authorization or order of any court or governmental agency or body is required to be obtained by the Company for the consummation of the transactions contemplated herein, except such as have been obtained in accordance with New Hampshire RSA Chapter 369-B (the "Statute"), the NHPUC Regulations (as defined in Section 1.01 of the Servicing Agreement), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act") and the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Bonds by the Underwriter and such other approvals (specified in such opinion) as have been obtained; (v) neither the execution and delivery of this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement, the Servicing Agreement or the Administration Agreement nor the fulfillment of the terms of this Agreement, the Sale Agreement, the Servicing Agreement or the Administration Agreement by the Company, will (A) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under the articles of incorporation, bylaws or other organizational documents of the Company, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, material agreement or other material instrument to which the Company is a party or by which the Company is bound, (B) result in the creation or imposition of any lien upon any properties of the Company pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents and RSA 369-B:7), or (C) violate any New Hampshire or federal law or any order, rule or regulation applicable to the Company of any New Hampshire or federal court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Company, or any of its properties; and (vi) upon the delivery of the fully executed Sale Agreement to the Issuer and the payment of the purchase price of the RRB Property by the Issuer to the Seller pursuant to the Sale Agreement, then (A) the transfer of the RRB Property by the Seller to the Issuer pursuant to the Sale Agreement conveys the Seller's right, title and interest in the RRB Property to the Issuer and will be treated under the laws of the State of New Hampshire as an absolute transfer of all of the Seller's right, title, and interest in the RRB Property, other than for federal and state income tax purposes, (B) such transfer of the RRB Property is perfected within the meaning of RSA 369-B:6, VI, (C) assuming that the Issuer does not have notice or knowledge of any conflicting assignment of the RRB Property, such transfer has priority over any other assignment or transfer of the RRB Property, and (D) the RRB Property is free and clear of all liens created prior to its transfer to the Issuer pursuant to the Sale Agreement; the Seller's first mortgage indenture explicitly excludes accounts receivables and contracts from its lien and, therefore, the RRB Property is not subject to such lien; and (vii) no further action with respect to the recording or filing of the Sale Agreement, any agreements supplemental thereto, any financing statements, any continuation statements, or any other documents or filings will be necessary prior to January __, 2003, to perfect the transfer of the RRB Property by the Company to the effect that Issuer pursuant to the signer Sale Agreement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of such certificate has examined this Agreement, laws of any jurisdiction other than the Approved Offering Materials, State of New Hampshire or the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and thatUnited States, to the best extent deemed proper and specified in such opinion, upon the opinion of his or her knowledge after reasonable investigation: other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriter and (aB) as to matters of fact, to the representations and warranties extent deemed proper, on certificates of responsible officers of the Company Company. References to the Final Prospectus in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and paragraph (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 include any supplements thereto at or prior to the Closing Date. 6.4 [_______________] (c) The Underwriter shall have received opinions of counsel for the Issuer and the Company, portions of which may be delivered to you a certificateby Day, Xxxxx & Xxxxxx LLP, outside counsel for the Issuer and the Company, portions of which may be delivered by Xxxx, Xxxxx and Xxxxxxxxxx, Professional Association, outside counsel for the Issuer and the Company, and portions of which may be delivered by in-house counsel, as the Underwriter may agree, and portions of which may be delivered by Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Issuer, each dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance reasonably satisfactory to the Underwriter and the Underwriter’s counsel, to the effect that they have performed certain specified proceduresthat: (i) the Issuer has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware, with all necessary limited liability company power and authority to execute, deliver and perform its obligations under this Agreement, the Sale Agreement, the Servicing Agreement, the Indenture, this Agreement, the Administration Agreement, the Fee and Indemnity Agreement and the Bonds and is registered as a foreign limited liability company and is in good standing in the State of which New Hampshire; (ii) the Sale Agreement, the Servicing Agreement, the Indenture, the Administration Agreement and the Fee and Indemnity Agreement have been agreed duly authorized, executed and delivered by, and constitute legal, valid and binding instruments enforceable against, the Issuer in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws or equitable principles affecting creditors' rights generally from time to time in effect); and the Bonds have been duly authorized and when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the UnderwriterUnderwriter in accordance with the terms of this Agreement, as a result will constitute legal, valid and binding obligations of which they determined that certain information the Issuer entitled to the benefits of an accountingthe Indenture (subject to applicable bankruptcy, financial reorganization, insolvency, moratorium or statistical nature set forth other laws or equitable principles affecting creditors' rights generally from time to time in effect); this Agreement has been duly authorized, executed and delivered by the Issuer; (or incorporated by referenceiii) to the extent described in the Prospectus Supplement Final Prospectus, the Sale Agreement, the Servicing Agreement, the Indenture, the Administration Agreement, the Fee and Indemnity Agreement, the LLC Agreement and the Bonds conform to the descriptions thereof contained therein; (iv) the Indenture has been duly qualified under the captions “Description Trust Indenture Act; (v) to the knowledge of such counsel, after having made inquiry of officers of the Mortgage Pool”Issuer, “Pooling and Servicing Agreement,” “Description of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding but without having made any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratingsother investigation, (“Fitch”)]there is no pending or threatened action, “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to suit or proceeding before any opinions delivered to any rating agency that is hired by the Company court or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.governmental

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to (i) the accuracy on and as of the Closing Date of the representations and warranties on the part of the Company herein contained; (ii) the performance by the Company of all of its obligations hereunder; and (iii) the following conditionsconditions as of the Closing Date: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to not later than the time required by Rule 424(b) under the Act. 6.2 Since [________] [__]Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, 201[__] 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 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 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 Issuer under the Act and the Exchange Act prior to the sale of the Certificates shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company duly taken or [_______________]made. 6.3 The Company shall have delivered to you the Underwriter a certificate, 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 all other Transaction Documents to which it is a party 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. (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 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 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 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 delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, Senior Vice President or a Director or an Associate Vice President of [_______________] the Company to the effect that the signer of such certificate has examined this Agreement, the Pooling Prospectus and Servicing Agreement and this Agreement various other closing documents, and that, to the best of his or her actual knowledge after reasonable investigation, that the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and Company, respectively, in this Agreement are true and correct in all material respectsrespects as of the Closing Date. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You The Underwriter shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx Wood LLP, special counsel for the Company Company, dated txx Xxxxxxx Xxxx and xxxstantially to the effect set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 [_______________NOTE: Exhibit A-3 will be revised tx xxxxxxx xxx Xxfinitive Free Writing Prospectus], the opinions of in-house counsel for the Company, dated the Closing Date and substantially to the effect set forth in Exhibit A, B-l and the Exhibit B-2 and an opinion of [__________]Sidley Austin Brown & Wood LLP, associate counsel for the Company and [_______________]xxunsel to Company, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youeffxxx xxx xxxxh ix Xxhibit B-3. 6.8 6.6 The Underwriter shall have received from [___________], counsel an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 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 '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 (or incorporated by reference) in the Definitive Free Writing Prospectus and the Prospectus Supplement under the captions “"The Mortgage Pool", "Description of the Mortgage Pool”Certificates", “"Yield on the Certificates" and "Pooling and Servicing Agreement,” “Description of the Certificates” and “Yield and Prepayment Considerations” " agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.8 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” at least as described directly below by [Standard & Poor’s 's, a division of The McGraw-Hill Companies, Inc. (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”")] and “AAA” by [DBRSMoody's Investors Service, Inc. Xxx. (“DBRS”"Xxxxy's")]. Class [X&X'x] [Moody's] Rating Rating The Underwritex xxxxx have received a copy of the letter from each of the respective rating agencies to such effect; and such ratings shall not have been withdrawn on or before the Closing Date. 6.10 You 6.9 The Underwriter's shall have received the opinion of [_________Trustee's counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You 6.10 The Underwriter shall have received from [_________]Thacher Proffitt & Wood LLP, associate special counsel to the Company, a and from xx-xxxxx xxxxxxl to the Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired [S&P] and [Moody's.] 6.11 The Underwriter shall have received a certifxxxxx, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company as to the good standing of the Company and the due authorization by the Company or [________] to rate of the Certificates, or you transactions contemplated herein. 6.12 The Underwriter shall have been listed received such further information, certificates and documents as an addressee on any such opinionsthe Underwriter may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be in all material respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter's counsel. The Company will furnish you the Underwriter with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or, if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriter and its counsel, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter to purchase the Certificates Bonds shall be subject to the accuracy of the representations and warranties on the part of the Issuer and the Company contained herein as of the Execution Time and the Closing Date and on the part of the Company contained in Article 3 of the Sale Agreement and in Section 6.01 of the Servicing Agreement as of the Closing Date, to the accuracy of the statements of the Issuer and the Company made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and the Company of their obligations hereunder to be performed on or prior to the Closing Date and to the following additional conditions: 6.1 No (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Underwriter agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM (Eastern Daylight Time), on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM (Eastern Daylight Time) on such date, or (ii) 12:00 Noon (Eastern Daylight Time) on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM (Eastern Daylight Time) on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall be in effect, have been issued and no proceedings for that purpose shall be pending or, to the knowledge have been instituted or threatened. (b) The Underwriter shall have received opinions of counsel for the Company, threatened portions of which may be delivered by Day, Xxxxx & Xxxxxx LLP, outside counsel for the Commission; Company, portions of which may be delivered by Xxxx, Xxxxx and Xxxxxxxxxx, Professional Association, outside counsel for the Prospectus Supplement shall have been filed or transmitted Company, and portions of which may be delivered by in-house counsel for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under Company, as the Act. 6.2 Since [________] [__]Underwriter may agree, 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, each dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter, to the effect that: (i) the Company is a validly existing corporation in good standing under the laws of the Presidentjurisdiction in which it is chartered or organized and has all requisite corporate power and authority to own its properties, conduct its business as described in the Registration Statement and the Prospectus, and to execute, deliver and perform its obligations under this Agreement, the Sale Agreement, the Servicing Agreement and the Administration Agreement; (ii) the Sale Agreement, the Servicing Agreement and the Administration Agreement have been duly authorized, executed and delivered by, and constitute legal, valid and binding instruments enforceable against, the Company in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws or equitable principles affecting creditors' rights generally from time to time in effect); this Agreement has been duly authorized, executed and delivered by the Company; (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its affiliates or challenging the Finance Order or the collection of the RRB Charges or the use and enjoyment of RRB Property under the Statute of a Senior Vice President character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a Vice President character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required; (iv) no consent, approval, authorization or order of any court or governmental agency or body is required to be obtained by the Company for the consummation of the transactions contemplated herein, except such as have been obtained in accordance with New Hampshire RSA Chapter 369-B (the "Statute"), the NHPUC Regulations (as defined in Section 1.01 of the Servicing Agreement), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act") and the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Bonds by the Underwriter and such other approvals (specified in such opinion) as have been obtained; (v) neither the execution and delivery of this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement, the Servicing Agreement or the Administration Agreement nor the fulfillment of the terms of this Agreement, the Sale Agreement, the Servicing Agreement or the Administration Agreement by the Company, will (A) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under the articles of incorporation, bylaws or other organizational documents of the Company, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, material agreement or other material instrument to which the Company is a party or by which the Company is bound, (B) result in the creation or imposition of any lien upon any properties of the Company pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents and RSA 369-B:7), or (C) violate any New Hampshire or federal law or any order, rule or regulation applicable to the Company of any New Hampshire or federal court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Company, or any of its properties; and (vi) upon the delivery of the fully executed Sale Agreement to the Issuer and the payment of the purchase price of the RRB Property by the Issuer to the Seller pursuant to the Sale Agreement, then (A) the transfer of the RRB Property by the Seller to the Issuer pursuant to the Sale Agreement conveys the Seller's right, title and interest in the RRB Property to the Issuer and will be treated under the laws of the State of New Hampshire as an absolute transfer of all of the Seller's right, title, and interest in the RRB Property, other than for federal and state income tax purposes, (B) such transfer of the RRB Property is perfected within the meaning of RSA 369-B:6, VI, (C) assuming that the Issuer does not have notice or knowledge of any conflicting assignment of the RRB Property, such transfer has priority over any other assignment or transfer of the RRB Property, and (D) the RRB Property is free and clear of all liens created prior to its transfer to the Issuer pursuant to the Sale Agreement; the Seller's first mortgage indenture explicitly excludes accounts receivables and contracts from its lien and, therefore, the RRB Property is not subject to such lien; (vii) no further action with respect to the recording or filing of the Sale Agreement, any agreements supplemental thereto, any financing statements, any continuation statements, or any other documents or filings will be necessary prior to March 31, 2003, to perfect the transfer of the RRB Property by 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, Issuer pursuant 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 respectsSale Agreement; and (viii) the Indenture is enforceable against the Trustee in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or equitable principles affecting creditors' rights generally from time to time in effect). 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 Hampshire or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company. References to the Final Prospectus in this paragraph (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 include any supplements thereto at or prior to the Closing Date. 6.4 [_______________] (c) The Underwriter shall have received opinions of counsel for the Issuer and the Company, portions of which may be delivered to you a certificateby Day, Xxxxx & Xxxxxx LLP, outside counsel for the Issuer and the Company, portions of which may be delivered by Xxxx, Young and Pignatelli, Professional Association, outside counsel for the Issuer and the Company, and portions of which may be delivered by in-house counsel, as the Underwriter may agree, and portions of which may be delivered by Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Issuer, each dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance reasonably satisfactory to the Underwriter and the Underwriter’s counsel, to the effect that they have performed certain specified proceduresthat: (i) the Issuer has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware, with all necessary limited liability company power and authority to execute, deliver and perform its obligations under this Agreement, the Sale Agreement, the Servicing Agreement, the Indenture, the Administration Agreement, the Fee and Indemnity Agreement and the Bonds and is registered as a foreign limited liability company and is in good standing in the State of which New Hampshire; (ii) the Sale Agreement, the Servicing Agreement, the Indenture, the Administration Agreement and the Fee and Indemnity Agreement have been agreed duly authorized, executed and delivered by, and constitute legal, valid and binding instruments enforceable against, the Issuer in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws or equitable principles affecting creditors' rights generally from time to time in effect); and the Bonds have been duly authorized and when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the UnderwriterUnderwriter in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws or equitable principles affecting creditors' rights generally from time to time in effect); this Agreement has been duly authorized, executed and delivered by the Issuer; (iii) to the extent described in the Final Prospectus, the Sale Agreement, the Servicing Agreement, the Indenture, the Administration Agreement, the Fee and Indemnity Agreement, the LLC Agreement and the Bonds conform to the descriptions thereof contained therein; (iv) the Indenture has been duly qualified under the Trust Indenture Act; (v) to the knowledge of such counsel, after having made inquiry of officers of the Issuer, but without having made any other investigation, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Issuer or challenging the Bonds, the Finance Order, the settlement order issued by the NHPUC on September 8, 2000 (the "Settlement Order") or the collection of the RRB Charge or the use and enjoyment of RRB Property under the Statute of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document relating to the Issuer, the Bonds, the Statute or the Finance Order of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required; and the statements included in the Final Prospectus under the headings "Risk Factors -- Bondholders could experience payment delays or losses as a result of which they determined that certain information amendment, repeal or invalidation of an accountingthe securitization statute or breach of the state pledge," "Energy Deregulation and New Market Structure in New Hampshire," (to the extent the Statute, financial the Finance Order, the Settlement Order, or statistical nature set forth the Agreement to Settle PSNH Restructuring between the Governor of New Hampshire, the Company, the NHPUC and the other parties named therein, dated August 2, 1999, and such agreement as revised and conformed in compliance with NHPUC Order No. 23,549 (together, the "Settlement Agreement") is described), "The Issuer," "Servicing" (to the extent the Servicing Agreement or incorporated by reference) in the Prospectus Supplement under the captions “Finance Order is described), "Description of the Mortgage Pool”Bonds," "The Seller and Servicer" (other than under the subheading "Billing and Collections," as to which such counsel need express no opinion), “Pooling and Servicing Agreement,” “"Description of the Certificates” RRB Property," "ERISA Considerations" and “Yield "Risk Factors - Bankruptcy and Prepayment Considerations” agrees Creditors' Rights Issues" (read together with the records "Description of the Company RRB Property - Bankruptcy and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(fCreditors' Rights Issues"). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter extent that they constitute matters of New Hampshire or federal law or legal conclusions with respect to any opinions delivered to any rating agency that is hired by thereto, fairly summarize the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.matters described therein;

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx LLPWood, special counsel for the Company and [_______________]cxxxxxx xxx xxx Xompxxx, dated the Closing Date and substantially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood LLP, associate specixx xxxxxxx xx xxe Company, and from in-house counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates Securities shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]1, 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you the Underwriter a certificate, 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 Agreement][Trust 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 Agreement][Trust 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You The Underwriter shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate name of counsel for the Company and [_______________to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 6.5 The Underwriter shall have received from [___________name of counsel to Underwriter], 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 [name of Company’s accountant], 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 (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Pooling and Servicing Agreement,” “Description of the Certificates[Certificates][Bonds]” and “Yield Yield, Prepayment and Prepayment ConsiderationsWeighted Average Life” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates Securities shall have been rated “[AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (’s] and [Fitch Ratings] and “S&P”)[Aaa], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)Xxxxx’x]. 6.10 You 6.8 The Underwriter shall have received the opinion of [_________name of Trustee’s counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You 6.9 The Underwriter shall have received from [_________]Xxxxxx, associate Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor’s], [Xxxxx’x] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsand [Xxxxx Ratings]. The Company will furnish you the Underwriter with conformed copies of the above opinions, certificates, letters and documents as you may the Underwriter reasonably requestrequests.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation obligations of the Underwriter to purchase the Certificates Firm Units and the Option Units, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Partnership Parties contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Partnership Parties made in any certificates pursuant to the provisions hereof, to the performance by the Partnership Parties of their obligations hereunder and to the following additional conditions: 6.1 No (a) The Prospectus and any supplement thereto have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall be in effect, have been issued and no proceedings for that purpose shall be pending orhave been instituted or threatened. (b) The Partnership shall have requested and caused Norton Xxxx Xxxxxxxxx US LLP, Xxxxxxxx, Xxxxxx & Finger, P.A., special counsel for the Partnership, and Xxx X. X. Xxxxxx, Executive Vice President and General Counsel of the General Partner, to have furnished to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificateUnderwriter their respective legal opinions, dated the Closing DateDate and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, substantially in the form set forth on Exhibits B-1, B-2 and B-3. 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 Delaware, the State of New York, the State of Texas or the federal laws of the PresidentUnited States, a Senior Vice President the DGCL, the Delaware LP Act or a Vice President the Delaware LLC Act, 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 Company General Partner and public officials. References to the Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Partnership shall have requested and caused Norton Xxxx Xxxxxxxxx US LLP to have furnished to the Underwriter its negative assurance letters, dated the Closing Date and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (d) The Underwriter shall have received from Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriter, such opinion or opinions, dated the Closing Date and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriter, with respect to the issuance and sale of the Units, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Partnership shall have furnished to the Underwriter certificates of the officers of the General Partner, dated the Closing Date and any settlement date pursuant to Section 3 hereof, to the effect that the signer signers of each such certificate has have carefully examined this Agreement, the Approved Offering MaterialsRegistration Statement, the Prospectus, the Pooling Disclosure Package, any Issuer Free Writing Prospectus and Servicing any amendment or supplement thereto, as well as each electronic roadshow used in connection with the offering of the Units, if any, and this Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ai) the representations and warranties of the Company Partnership Parties in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) on and as of the Company hasClosing Date and any settlement date pursuant to Section 3 hereof, in all material respectswith the same effect as if made on the Closing Date and any settlement date pursuant to Section 3 hereof, and the Partnership Parties have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date.date hereof; 6.4 [_______________] shall have delivered to you a certificate, dated (ii) no stop order suspending the Closing Date, effectiveness of the President, a Managing Director, a Director Registration Statement or an Associate of [_______________] any notice objecting to the effect its use has been issued and no proceedings for that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and thatpurpose have been instituted or, to the best knowledge of his or her knowledge after reasonable investigationthe Partnership Parties, threatened; and (iii) since the representations and warranties date of [_______________] contained the most recent financial statements included in the Pooling Disclosure Package and Servicing Agreement the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect except as described in the Disclosure Package and in this Agreement are true and correct in all material respectsthe Prospectus (exclusive of any supplement thereto). 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 (f) The Underwriter shall have received from [___________], certified public accountants, (a) a letter Ernst & Young LLP customary comfort letters dated the date hereof of this Agreement, the Closing Date and any settlement date, and addressed to the Underwriter (with executed copies for the Underwriter) in the forms satisfactory to the Underwriter, which letters shall cover, without limitation, the various financial disclosures included or incorporated by reference in the Registration Statement, the Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus. (g) The Underwriter shall have received from PricewaterhouseCoopers LLP customary comfort letters dated the date of this Agreement, the Closing Date and any settlement date, and addressed to the Underwriter (with executed copies for the Underwriter) in the forms satisfactory to the Underwriter, which letters shall cover, without limitation, (i) the statements of revenues and direct operating expenses of the Northwest Products System related to certain pipeline and terminal operations of Chevron Pipe Line included or incorporated by reference in the Registration Statement, the Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus and (ii) the consolidated financial statements of QEP Field Services Company, which contributed its natural gas business to QEPFS, which was acquired by the Partnership pursuant to a Membership Interest Purchase Agreement with QEP Field Services Company, dated October 19, 2014, included or incorporated by reference in the Registration Statement, the Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus. References to the Prospectus in paragraph (f) and paragraph (g) above include any supplement thereto at the date of the letter. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any thereof) and the 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 paragraphs (f) and (g) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, 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 Units as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Partnership Entities’ debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) The Units to be sold on the Closing Date shall have been duly admitted for trading and quotation on the NYSE. (k) At the Execution Time, the Partnership shall have furnished to the Underwriter a letter substantially in the form of Exhibit A hereto from Tesoro, TRMC, Tesoro Alaska and each officer of and director of the General Partner and addressed to the Underwriter. (l) The Underwriter shall have received from the Partnership Parties such additional documents and certificates as the Underwriter or counsel for the Underwriter may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Underwriter and Xxxxxx & Xxxxxx L.L.P., this Agreement and all obligations of the Underwriter’s counselUnderwriter hereunder may be canceled at, to or at any time prior to, the effect that they have performed certain specified procedures, all of which have been agreed to Closing Date by the Underwriter. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the offices of counsel for the Underwriter, as a result of which they determined that certain information of an accountingat Xxxxxx & Xxxxxx L.L.P., financial or statistical nature set forth (or incorporated by reference) in 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002, on the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Pooling Closing Date and Servicing Agreement,” “Description of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared settlement date pursuant to Section 4.4(f)3 hereof. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]_ 1, 201[__] 199_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of XxxxxxXxxxxxx Xxxxxxxx & Xxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit AA-1 and Exhibit A-2, and the opinion of [__________], associate counsel for the Company and [_______________General Counsel to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.5 You shall have received a negative assurance letter regarding the Prospectus from [_________________]_______, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.6 The Underwriter and [shall have received from _______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” by [Fitch Ratings, (“Fitch”)], “AAA” " by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)'s Ratings Services] and “AAA” by [DBRSFitch Investor's Service, Inc. (“DBRS”)L.P.]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Xxxxxxx Xxxxxxxx & Xxxx, associate counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the CertificatesStandard & Poor's Ratings Services and Fitch Investor Services, or you shall have been listed as an addressee on any such opinions. L.P. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [_ 1, __], 201[__] _ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of XxxxxxThacher Proffitt & Wood, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]the Master Servicxx, dated the Closing Date xxxxx xxx Xxosixx Xate and substantially to the effect set forth in Exhibit AA-1 and Exhibit A-2, and the opinion of [__________], associate counsel for the Company and [_______________to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.5 You shall have received a negative assurance letter regarding the Prospectus from [_________________]_______, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.6 The Underwriter and [shall have received from _______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpreta tion. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” by [Fitch Ratings, (“Fitch”)], “AAA” " by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)'s Ratings Services] and “AAA” by [DBRSFitch Investor's Service, Inc. (“DBRS”)L.P.]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood, associate counsel to the Company, a reliance letter letters with respect to any opinions xxxxxxx xx xxx opixxxxs delivered to any rating agency that is hired by the Company or [________] to rate the CertificatesStandard & Poor's Ratings Services and Fitch Investor Services, or you shall have been listed as an addressee on any such opinions. L.P. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__DATE], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Master Servicer. 6.3 The Company shall have delivered to you a certificate, 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, the Trust 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 Indenture 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 [_______________] Master Servicer shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, Director or a Director or an Associate of [_______________] Master Servicer to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of XxxxxxMayer, Xxxxxxxxxx Brown, Xxxx & Xxxxxxxxx Maw LLP, special counsel for the Company 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 Closing Date and substantially to the effect set forth in Exhibit AExhibits B-1 and B-2. 6.6 You shall have received from Mayer, and the opinion of [__________]Brown, associate Xxxx & Maw LLP, counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B.Underwriter. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter 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 the Underwriter’s your counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriteryou, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Home Loan Pool”, ,” “Pooling and Servicing Agreement,” “Description of the CertificatesNotes” 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 4.4(f)5.9 hereof. 6.9 6.8 The Class A Certificates Notes shall have each been rated [“AAA” ”] by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s ’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&PStandard & Poor’s”)], ) and [“Aaa” ”] by [Xxxxx’x Investor Service Investors Service, Inc. (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 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 C. 6.11 6.10 You shall have received from [_________]Mayer, associate Brown, Xxxx & Maw LLP, special counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsStandard & Poor’s and Moody’s. The Company will furnish you with conformed copies of the above opinions, certificatesNotes, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase obligations of the Certificates shall be Underwriter are subject to the following conditions: 6.1 No condition that the Registration Statement shall remain effective on the date hereof and no stop order suspending with respect to the effectiveness of the Registration Statement shall be in effecthave been issued under the Securities Act nor any proceedings initiated under Sections 8(d) and 8(e) of the Securities Act, and no proceedings for that purpose shall be pending or, to the knowledge following additional conditions. (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the Companypossible change, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course rating accorded any of business) in the condition securities of the Company or [_______________]any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. 6.3 (b) The Company Underwriter shall have delivered to you received on the Closing Date a certificate, dated the Closing Date, and signed by an executive officer of the PresidentCompany, a Senior Vice President or a Vice President of to the Company effect set forth in Section 5(a)(i) above and 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 contained in this Agreement are true, correct and in complete as of the Pooling Closing Date and Servicing Agreement are true and correct in all material respects; and (b) that the Company has, in all material respects, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder at on or prior to before the Closing Date. 6.4 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of . The officer signing and delivering such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to may rely upon the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respectsas to proceedings threatened. 6.5 [[_______________] (c) The Underwriter shall have delivered to you a certificatereceived on the Closing Date an opinion of Xxxxxxx LLP, Maryland counsel for the Company, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.]form of Exhibit B. 6.6 You (d) the Underwriter shall have received on the Closing Date an opinion of XxxxxxPaul, Xxxxxxxxxx Hastings, Xxxxxxxx & Xxxxxxxxx Xxxxxx LLP, special outside counsel for to the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________]Date, in the form satisfactory to you.attached hereto as Exhibit C. 6.8 (e) The Underwriter shall have received from [___________]on the Closing Date an opinion and letter of O’Melveny & Xxxxx LLP, certified public accountantscounsel for the Underwriter, dated such date, in form and substance satisfactory to the Underwriter. (af) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof and satisfactory or the Closing Date, as the case may be, in form and substance reasonably satisfactory 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 from Ernst & Young LLP, independent public accountants, containing statements and information of an accounting, the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial or statistical nature set forth (statements and certain financial information contained in or incorporated by reference) in reference into the Registration Statement, the Time of Sale Prospectus Supplement under and 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 [_______________] excluding any questions of legal interpretation and (b) Prospectus; provided that the letter prepared pursuant to Section 4.4(f)delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. 6.9 (g) The Lock-up Agreements between you and the parties set forth on Schedule II relating to sales and certain other dispositions of shares of Class A Certificates Common Stock or certain other securities, delivered to you on or before the date hereof, shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] be in full force and “AAA” by [DBRS, Inc. (“DBRS”)]effect on the Closing Date. 6.10 You shall have received the opinion (h) On or before each of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You Manager and counsel for the Underwriter shall have received from [_________]such information, associate counsel documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by issuance and sale of the Company or [________] to rate the CertificatesShares as contemplated herein, or you shall in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (i) The Shares have been listed as an addressee approved for listing on any such opinions. The Company will furnish you with conformed copies the NYSE, subject to official notice of the above opinions, certificates, letters and documents as you may reasonably requestissuance.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx LLPWood, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially Cxxxxxx Xxxx xxx subxxxxtially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received the receixxx xxx opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood LLP, associate special counsel to the Company, a and from xx-xxxxx xxxxxxl tx xxe Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish you with xxx xxth conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201200[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 Agreement, the Trust Agreement, the Indenture 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 Indenture 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx[Mayer, Xxxxxxxxxx Brown, Rowe & Xxxxxxxxx Maw LLP] [Orrick, special counsel for the Company and [_______________Herrington & Sutcliffe LLP], dated xxecixx xxunsxx xor the Companx xxx Resxxxxxxxx Xundxxx, xxxed the Closing Date and substantially to the effect set forth in Exhibit AExhibits 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. 6.7 6.6 You shall have received a negative assurance letter regarding the Prospectus from [_________________Mayer, Brown, Rowe & Maw LLP] [Orrick, Herrington & Sutcliffe LLX], counsel xpecxxx xounxxx for the Underwriter and [_______________]Companx xxx Resxxxxxxxx Xundixx, in form xx xxrm satisfactory to you. 6.8 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Pool”", “Pooling and Servicing Agreement,” “"Description of the Certificates” and “Agreements", "Description of the Securities", "Certain Yield and Prepayment Considerations” " and "Annex II Home Loan Statistical Information" 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(f4.4(e). 6.9 6.8 The Class A Certificates Notes shall have been rated “"AAA” " by [Fitch Ratings, (“"Fitch”")], “AAA” ] and AAA by [Standard & Poor’s 's (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”")]. 6.10 6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 [You shall have received the opinion of Faegre & Benson, LLP, special Minnesota tax counsel for the Coxxxxx, dxxxx the Closing Date, substantially to the effect set forth in Exhibit D]. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter to purchase the Certificates Offered Securities to be purchased by it shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the Company made in any officer's certificate pursuant to the provisions hereof, to the performance in all material respects by the Company of its obligations hereunder and to the following additional conditions: 6.1 (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; threatened, 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) 424 under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered furnished to you the Underwriter a certificate, dated the Closing Date, of the PresidentCompany, signed by a Senior Vice President or a Vice President vice president of the Company Company, to the effect that the signer of such certificate has carefully examined this Agreement, the Approved Offering MaterialsRegistration Statement, the Prospectus, the Pooling and Servicing Agreement and various other closing documentsthis Agreement, 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 [_______________] shall have delivered to you a certificateAgreement, dated the Closing Dateas applicable, and that: (i) The representations and warranties of the President, a Managing Director, a Director or an Associate of Company in this Agreement and the [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; 6.5 [(ii) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted and are pending or, to his knowledge, have been threatened as of the Closing Date; (iii) Nothing has come to the attention of such person that would lead him to believe that the Prospectus (other than any Computational Materials or ABS Term Sheets incorporated therein by reference) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) Since [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for there has been no material adverse change (not in the Underwriter and [_______________], ordinary course of business) in form satisfactory to youconnection with the Company. 6.8 (c) The Underwriter Company shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance furnished or caused to have been furnished 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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trusteecertificate, dated the Closing Date, substantially of the Asset Seller, signed by a vice president or an assistant vice president of the Asset Seller, to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel that the signer of such certificate has carefully examined the Prospectus and nothing has come to the Company, attention of such person that would lead him to believe that the Prospectus contains any untrue statement of a reliance letter material fact with respect to the Asset Seller or the Assets or omits to state any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you material fact with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.respect to

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation ------------------------------------------------ of the Underwriter to purchase the Certificates Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the 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 Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: 6.1 (a) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commissionhave been instituted or threatened; and the Final Prospectus Supplement shall have been filed or transmitted mailed for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under within the Acttime period prescribed by the Commission. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have furnished to the Underwriter the opinion of [Cadwalader, Xxxxxxxxxx & Xxxx] [Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.], counsel for the Company, dated the Closing Date, to the effect of paragraphs (iv), (vii), (viii), (x) and (xiv) below, and the opinion of [ ] special counsel to the Company, dated the Closing Date, to the effect of paragraphs (i), (ii), (iii), (v), (vi), (ix), (xi), (xii) and (xiii) below: (i) the Company is a duly incorporated and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business currently conducted; (ii) the Company has no subsidiaries; (iii) the Company is not required to be qualified or licensed to do business as a foreign corporation in any jurisdiction; (iv) assuming that the Securities are rating at the time of transfer to the Underwriter in one of the two highest rating categories by a nationally recognized statistical rating organization, each such Security at such time will be a "mortgage related security" as such term is defined in Section 3(a)(41) of the Exchange Act; (v) the Pooling Agreement has been duly authorized, executed and delivered by the Company; (vi) the Securities have been duly authorized by the Company; (vii) upon due authorization, execution and delivery by the parties thereto, the Pooling Agreement will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors' rights generally, and to general principles of equity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law; (viii) the Securities, when duly executed, authenticated and delivered in the manner contemplated in the Pooling Agreement and paid for by the Underwriter pursuant to this Agreement, will be validly issued and outstanding and entitled to the benefits of the Pooling Agreement; (ix) to the knowledge of such counsel, there is no legal or governmental action, investigation or proceeding pending or threatened against the Company (a) asserting the invalidity of this Agreement, the Pooling Agreement or the Certificates, (b) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated hereby or (c) which would materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, this Agreement, the Pooling Agreement or the Certificates; (x) the Registration Statement has become effective under the Act; to the knowledge of such counsel (a) no stop order suspending the effectiveness of the Registration Statement with respect to the Securities has been issued and no proceedings for that purpose have been instituted or are pending or are threatened under the Act; and (b) the Registration Statement, as of its effective date, and the Final Prospectus, as of the date thereof, and each revision or amendment thereof or supplement thereto relating to the Securities, as of its effective date, appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder applicable to such documents as of such respective dates; and, as of the date of the Final Prospectus, the statements set forth in the Final Prospectus under the headings "ERISA Considerations" and "Federal Income Tax Consequences" were, to the extent that they summarize matters of federal law or legal conclusions, correct in all material respects; (xi) this Agreement has been duly authorized, executed and delivered by the Company; (xii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriter and such other approvals (specified in such opinion) as have been obtained; (xiii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws of the Company or, to the best knowledge of such counsel, the terms of any indenture or other agreement or instrument known to such counsel and to which the Company is a party or by which it is bound, or any order or regulation known to such counsel to be applicable to the Company of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company; and (xiv) the Pooling Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended and the Trust Fund is not required to be registered under the Investment Company Act of 1940, as amended. Such opinion may express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement and the Pooling Agreement. Such opinion may be qualified as an opinion only on the laws of the State of New York, the laws of each state in which the writer of the opinion is admitted to practice law and the Federal law of the United States. To the extent that such counsel relies upon the opinion of other counsel in rendering any portion of its opinion, the opinion of such other counsel shall be attached to and delivered with the opinion of such firm that is delivered to you the Underwriter. (c) The Company shall have furnished to the Underwriter a certificateletter, dated the Closing Date, of [Cadwalader, Xxxxxxxxxx & Xxxx] [Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.], counsel to the PresidentCompany, a Senior Vice President or a Vice President to the effect that in the course of such counsel's review of the Registration Statement and the Final Prospectus and discussion of the same with certain officers of the Company and its auditors, no facts came to the attention of such counsel that caused such counsel to believe that the Registration Statement, as of its effective date, or the Final Prospectus, as of the date, or any revision or amendment thereof or supplement thereto, as of its effective 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, or that the Final Prospectus, or any revision or amendment thereof or supplement thereto filed prior to the date of such opinion, as of the date of such opinion, contained any untrue statement of a material fact or omitted to state a material fact 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 express no opinion as to any financial statements or other financial, numerical or statistical data contained in the Registration Statement or the Final Prospectus or any material incorporated by reference in the Registration Statement or the Prospectus. (d) The Underwriter shall have received copies, addressed to it or on which it is entitled to rely, of opinions of counsel furnished to the rating agencies rating the Securities as set forth on Schedule I hereto (the "Rating Agencies"). --------------- (e) The Company shall have furnished to the Underwriter a certificate of the Company, signed by an authorized officer thereof, and dated the Closing Date, to the effect that the signer signer(s) of such certificate has carefully examined this Agreementthe Registration Statement, the Approved Offering Materials, the Prospectus, the Pooling Final Prospectus and Servicing this Agreement and various other closing documents, and that, that to the best of his or her knowledge after reasonable investigationknowledge: (ai) 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) respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has, in all material respects, has 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; (ii) no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or threatened; and (iii) since the respective dates as of which information is given in the Final Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus. 6.4 [_______________] (f) On the date hereof, PricewaterhouseCoopers LLP and/or any other firm of certified independent public accountants acceptable to the Underwriter shall have delivered furnished to you the Underwriter a certificateletter, dated the date hereof, in form and substance satisfactory to the Underwriter, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and stating in effect that using the assumptions and methodology used by the Company, all of which shall be described in such letter, they have recalculated such numbers and percentages set forth in the Final Prospectus as the Underwriter may reasonably request and as are agreed to by such accountants, compared the results of their calculations to the corresponding items in the Final Prospectus, and found each such number and percentage set forth in the Final Prospectus to be in agreement with the results of such calculations. To the extent historical financial information with respect to the Company and/or historical financial, delinquency or related information with respect to one or more servicers is included in the Final Prospectus, such letter or letters shall also relate to such information. (g) The Securities shall have received the rating or ratings from the Rating Agencies as set forth on Schedule I hereto. (h) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates, opinions and documents as the Underwriter may reasonably request. If any of the Presidentconditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, a Managing Director, a Director or an Associate if any of [_______________] to the effect that the signer of such certificate has examined the Pooling opinions and Servicing Agreement and this Agreement and that, to the best of his certificates mentioned above or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and elsewhere in this Agreement are true and correct shall not be in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter’s its counsel, to this Agreement and all obligations of the effect that they have performed certain specified proceduresUnderwriter hereunder may be canceled at, all of which have been agreed to or at any time prior to, the Closing Date by the Underwriter, as a result . Notice of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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 such cancellation shall be given to the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificateswriting, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters by telephone or telegraph and documents as you may reasonably requestconfirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxxx LLPXxxx, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRSXxxxx'x Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Xxxxxxx Xxxxxxxx & Xxxx LLP, associate special counsel to the Company, a and from in-house counsel to the Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Xxxxx'x Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 20120[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]GMFI. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President an Authorized Officer 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 Agreement, the Trust Agreement, the Indenture 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 Indenture 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 [_______________] GMFI shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate Authorized Officer of [_______________] GMFI to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] GMFI contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of XxxxxxOrrick, Xxxxxxxxxx Herrington & Xxxxxxxxx Sutcliffe LLP, special counsel for the Company and [_______________]GMFI, dated the Closing Xxxx xnd xx xxxx xxd xxxxxxxxx reasonably satisfactory to you, and the opinion of in-house counsel for the Company and GMFI, dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form and substance reasonably satisfactory to you. 6.8 6.6 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Pooling and Servicing Agreement,” Description of the Agreements”, “Description of the CertificatesSecurities” and “Certain Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] GMFI excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f4.4(e). 6.9 6.7 The Class A Certificates Notes shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)_____________] and “AAA” by [DBRS, Inc. (“DBRS”)_____________]. 6.10 6.8 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially Date and in form and substance reasonably satisfactory to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsyou. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase ------------------------------------------------ obligations of the Certificates shall be Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and MLCC herein contained, to the performance by the Company and MLCC of their obligations hereunder, and to the following further conditions: 6.1 No (a) At the Closing Time (i) no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no have been issued or proceedings for that purpose shall be pending or, to the knowledge of the Company, therefor initiated or threatened by the Commission; , (ii) the Certificates shall have received the rating or ratings specified in the applicable Terms Agreement, and (iii) there shall not have come to your attention any facts that would cause you to believe that the Prospectus Supplement shall have been filed at the time it was required to be delivered to a purchaser of the Certificates, contained an untrue statement of a material fact or transmitted for filing by means reasonably calculated omitted to result state a material fact necessary in a filing with order to make the Commission pursuant to Rule 424(b) under statements therein, in light of the Actcircumstances existing at such time, not misleading. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, dated the Closing DateTime, of signed by the Presidentpresident, a Senior Vice President vice president or a Vice President an assistant vice president of the Company to the effect that the signer of such certificate has carefully examined this Agreementthe Registration Statement, the Approved Offering Materials, the Prospectus, the Pooling Prospectus and Servicing this Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: : (ai) 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 respects at and as of the Closing Time with the same effect as if made on the Closing Time, (bii) the Company has, in all material respects, has 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 DateTime, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the Company's knowledge, threatened as of the Closing Time, and (iv) nothing has come to his/her attention that would lead him/her to believe that the Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 6.4 [_______________] (c) You shall have delivered to you received from Xxxxx & Wood LLP, counsel for the Company, a certificatefavorable opinion, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof Time and satisfactory in form and substance to the Underwriter and counsel for the Underwriter’s counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power to own its properties and conduct its business, as now conducted by it, and to enter into and perform its obligations under this Agreement, the applicable Terms Agreement and Pooling and Servicing Agreement. (ii) To the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (iii) The Registration Statement as of its effective date and the Prospectus as of and at the Closing Time (other than numerical, financial and statistical data contained in the Prospectus as to which counsel need express no opinion) complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. (iv) The conditions to the use by the Company of a registration statement on Form S-3 to Form S-ll under the 1933 Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. (v) To the best of the knowledge and information of such counsel, there are no material contracts, indentures, or other documents of a character required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. (vi) This Agreement and the applicable Terms Agreement have each been duly and validly authorized, executed and delivered by the Company. (vii) The applicable Pooling and Servicing Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms subject to bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (viii) The direction by the Company to the Trustee to execute, issue, countersign and deliver the Certificates has been duly authorized by the Company and the Certificates, assuming that they have performed certain specified proceduresbeen duly and validly authorized, all of which have been agreed to executed, issued, countersigned and delivered by the UnderwriterTrustee as specified in such Pooling and Servicing Agreement, as a result will be validly issued and outstanding and entitled to the benefits of which they determined that certain information of an accounting, financial or statistical nature set forth such Pooling and Servicing Agreement. (or incorporated by referenceix) The statements in the Prospectus Supplement under the captions “Description headings "Summary of Terms of the Mortgage Pool”Offered Certificates-- Certain Federal Income Tax Consequences", “"Summary of Terms of the Offered Certificates -- ERISA Considerations", "Certain Federal Income Tax Consequences", "State Taxes", "ERISA Considerations" and the first and second paragraphs under the heading "Special Considerations and Risk Factors -Other Legal Considerations", to the extent that they constitute matters of New York or Federal law or legal conclusions with respect thereto, provide a fair summary of such law or conclusions. (x) The applicable Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended. (xi) Neither the Company nor the Trust Fund is an "investment company" or under the "control" of any "investment company" as such terms are defined in the Investment Company Act of 1940, as amended. (xii) To the best of the knowledge and information of such counsel, no consent, approval, authorization or order of any court or governmental agency or body of the United States is required for the consummation by the Company of the transactions contemplated by the terms of this Agreement, the applicable Terms Agreement or Pooling and Servicing Agreement,” “Description , except such as may be required under the blue sky laws of any jurisdiction in connection with the sale of the Certificates” , such other approvals as have been obtained and “Yield except to the extent that the failure to obtain such consents or approvals would not, individually or in the aggregate, have a material adverse effect on the transactions contemplated by the applicable Pooling and Prepayment Considerations” agrees with Servicing Agreement, this Agreement or the records applicable Terms Agreement. (xiv) To the best of the Company knowledge and [_______________] excluding information of such counsel, such counsel is not aware of any questions material legal or governmental proceedings pending or threatened (A) asserting the invalidity of legal interpretation the applicable Pooling and (b) Servicing Agreement or the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch RatingsCertificates, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received B) seeking to prevent the opinion issuance of [_________], counsel to the Trustee, dated Certificates or the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired consummation by the Company of any of the transactions contemplated by this Agreement, the applicable Terms Agreement or [________] to rate the CertificatesPooling and Servicing Agreement, or you shall have been listed as an addressee on any such opinions. The (C) which might materially and adversely affect the performance by the Company will furnish you with conformed copies of its obligations under this Agreement, the above opinions, certificates, letters applicable Terms Agreement or Pooling and documents as you may reasonably requestServicing Agreement.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a the Executive 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx LLPWood, special counsel for the Company and [_______________]cxxxxxx xxx xxx Xompxxx, dated the Closing Date and substantially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5 You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood LLP, associate specixx xxxxxxx xx xxe Company, and from in-house counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 20120[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 Indenture 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx[Mayer, Xxxxxxxxxx Brown, Rowe & Xxxxxxxxx Maw LLP] [Orrick, special counsel for the Company and [_______________Herrington & Sutcliffe LLP], dated xxecixx xxunsxx xor the Companx xxx Resxxxxxxxx Xundxxx, xxxed the Closing Date and substantially to the effect set forth in Exhibit AExhibits 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. 6.7 6.6 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [_________________Mayer, Brown, Rowe & Maw LLP] [Orrick, Herrington & Sutcliffe LXX], counsel spxxxxx cxxxxel for the Underwriter and [_______________]Cxxxxxx anx Xxxxxxxxial Fxxxxxx, in xn form satisfactory to you. 6.8 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Pool”", “Pooling and Servicing Agreement,” “"Description of the Certificates” and “Agreements", "Description of the Securities", "Certain Yield and Prepayment Considerations” " and "Annex II Home Loan Statistical Information" 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(f4.4(e). 6.9 6.8 The Class A Certificates Notes shall have been rated “"AAA” " by [Fitch Ratings, (“"Fitch”")], “AAA” ] and AAA by [Standard & Poor’s 's (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”")]. 6.10 6.9 You shall have received the opinion of [____________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 [You shall have received the opinion of Faegre & Benson, LLP, special Minnesota tax counsel for the Coxxxxx, dxxxx the Closing Date, substantially to the effect set forth in Exhibit D.] 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter to purchase the Certificates Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: 6.1 No (a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(b) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall be in effect, have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of each of the Transaction Documents, the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be pending orreasonably satisfactory in all material 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. (c) The Company shall have requested and caused Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel for the Company, to have furnished to the Representative their opinion, dated the Closing Date and addressed to the Representative, to the knowledge effect set forth in Annex A-1. (d) Xxxxx Xxxxxxx, Assistant General Counsel of the Company, threatened shall have furnished to the Representative such counsel's written opinion, as counsel to the Company, addressed to the Representative and dated the Closing Date, in form and substance reasonably satisfactory to the Representative, to the effect that: (i) except to the extent set forth in the Disclosure Package and the Final Prospectus, and except for directors' shares which are not material in amount, all the outstanding shares of capital stock of each Subsidiary are owned by the CommissionCompany directly or indirectly through one or more wholly owned Subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party; and (ii) to the best of such counsel's knowledge, except as set forth in the Disclosure Package and the Final Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding. In rendering such opinion, such counsel may rely as to matters involving the application of laws of any jurisdiction other than the United States or the corporate laws of the State of Delaware, to the extent he deems proper and specifies in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to counsel for the Underwriter. Such opinion may also contain customary qualifications and limitations. References to the Disclosure Package and the Final Prospectus Supplement in this paragraph (d) include any amendments or supplements thereto at the Closing Date. (e) Xxxxxx, Del Castillo, Bacorro, Xxxxxx, Calma & Xxxxxxxxx Law Offices, Philippines counsel for the Company, shall have been filed furnished to the Representative such counsel's written opinion, as counsel to the Company, addressed to the Representative and dated the Closing Date, in form and substance reasonably satisfactory to the Representative, to the effect that: (i) each of the Subsidiaries incorporated or transmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) organized under the Act.laws of the Philippines (the "Philippines Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Philippines, with full corporate power and authority to own or hold its properties and to conduct the businesses in which it is engaged; and 6.2 Since [________] [__], 201[__] there shall (ii) all the outstanding shares of capital stock of each Philippines Subsidiary have been no material adverse change (duly authorized and validly issued, are fully paid and non assessable and, except such shares of each Philippines Subsidiary owned by directors thereof, which shares in each case do not in exceed 0.1% of the ordinary course outstanding shares of business) in such Subsidiary, are owned by the condition Company directly or indirectly through one or more wholly owned Subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper on certificates of responsible officers of the Company or [_______________]and public officials. Such opinion may also contain customary qualifications and limitations. 6.3 (f) Xxx & Xxxxx, Korean Counsel for the Company, shall have furnished to the Representative such counsel's written opinion, as counsel to the Company, addressed to the Representative and dated the Closing Date, in form and substance reasonably satisfactory to the Representative, to the effect that: (i) such of the Subsidiaries incorporated or organized under the laws of the Republic of Korea (the "Korean Subsidiaries") has been duly incorporated and is validly existing as corporations under the laws of the Republic of Korea, with full corporate power and authority to own or hold its properties and to conduct its businesses in accordance with its Articles of Incorporation; and (ii) all the outstanding shares of capital stock of each Korean Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, in the case of each Korean Subsidiary, are owned by the Company directly or indirectly through one or more wholly owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of each Korean Subsidiary and the Company and public officials. Such opinion may also contain customary qualifications and limitations. (g) The Representative shall have received from Weil, Gotshal & Xxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (h) The Company shall have delivered requested and caused PricewaterhouseCoopers LLP to you have furnished to the Representative, at the Execution Time and at the Closing Date, a certificateletter, in form and substance satisfactory to the Underwriter (i) confirming that they are the independent certified public accountants with respect to the Company and its Subsidiaries within the meaning of the Act and the Exchange Act and (ii) stating the conclusions and findings of such firm with respect to financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, the form of which is set forth in Annex B hereto. (i) The Company shall have furnished to the Representative a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer signers of such certificate has have carefully examined this Agreementthe Registration Statement, the Approved Offering Materials, the Final Prospectus, the Pooling Disclosure Package and Servicing any amendment or supplement thereto and this Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation:that(1): (ai) 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) on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has, in all material respects, has 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; ---------- (1) This certificate or a separate certificate will cover compliance with debt covenants in Company's indentures. 6.4 [_______________] (ii) no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no development which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects 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 Disclosure Package and the Prospectus (exclusive of any supplement thereto). (j) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (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 condition (financial or otherwise), results of operations, 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 Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, 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 supplement thereto). (k) No action shall have delivered to you a certificatebeen taken and no statute, dated rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the PresidentSecurities; and no injunction, a Managing Director, a Director restraining order or an Associate order of [_______________] any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities. (l) Subsequent to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and thatExecution Time, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained there shall not have been any downgrading in the Pooling rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) and Servicing Agreement and no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading in this Agreement are true and correct in all material respectsits rating of any of the Company's debt securities). 6.5 [[_______________] (m) The Indenture shall have been duly executed and delivered to you by the Company and the Trustee, and the Securities shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (n) The concurrent offering of senior notes described in the Final Prospectus shall have closed. (o) Each of the Chief Executive Officer, Xxxx X. Xxx and XxxXx Xxx shall have furnished a certificateletter, dated as of the date hereof, substantially in the form of Exhibit A hereto. (p) 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. If any of the Presidentconditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, a Managing Director, a Director or an Associate if any of [_______________] to the effect that the signer of such certificate has examined the Pooling opinions and Servicing Agreement and this Agreement and that, to the best of his certificates mentioned above or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and elsewhere in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and not be reasonably satisfactory in form and substance to the Underwriter Representative and the Underwriter’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by counsel for the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) in the Prospectus Supplement under the captions “Description this Agreement and all obligations of the Mortgage Pool”Underwriter hereunder may be canceled at, “Pooling and Servicing Agreement,” “Description or at any time prior to, the Closing Date by the Representative. Notice of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of such cancellation shall be given to the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)in writing or by telephone or facsimile confirmed in writing. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter hereunder to purchase the Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to satisfaction, as of the Closing Date, of the following additional conditions: 6.1 No (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and not withdrawn and no proceedings for that purpose shall be pending have been instituted or, to the knowledge of the Company's knowledge, threatened by the Commissionthreatened; 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 in accordance with Rule 424(b) 424 under the Act0000 Xxx. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you the Underwriter a certificatecertificate of the Company, signed by an authorized officer of the Company and 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: : (ai) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respectsrespects at and as of the Closing Date with the same effect as if made on the Closing Date; and and (bii) the Company has, has in all material respects, respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 [_______________] (c) The Underwriter shall have delivered received with respect to you the Company a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than 30 days prior to the Closing Date. (d) The Underwriter shall have received from the Secretary or an assistant secretary of the Company, in his individual capacity, a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that that: (i) each individual who, as an officer or representative of the signer of such certificate has examined Company, signed this Agreement, the Pooling and Servicing Agreement and this Agreement and that, to or any other document or certificate delivered on or before the best of his Closing Date in connection with the transactions contemplated herein or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement Agreement, was at the respective times of such signing and in this Agreement are true delivery, and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; and (ii) no event (including, without limitation, any act or omission on the part of the President, a Managing Director, a Director Company) has occurred since the date of the good standing certificate referred to in paragraph (c) above which has affected the good standing of the Company under the laws of the State of Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Associate assistant secretary of [_______________] the Company) of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date, and of the resolutions of the Company and any required shareholder consent relating to the effect that the signer of such certificate has examined transactions contemplated in this Agreement and 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respectsAgreement.] 6.6 (e) You shall have received the opinion of Xxxxxx, Xxxxxxxxxx from Sidley & Xxxxxxxxx LLPAustin, special counsel for the Company and [_______________]Company, a favorable opinion, dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 you and counsel for the Underwriter’s counsel, to the effect that: (i) The Registration Statement and any post-effective amendments thereto have become effective under the 1933 Act. (ii) To the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for that they have performed certain specified procedures, all of which purpose have been agreed to by instituted or threatened and not terminated. (iii) The Registration Statement, each post-effective amendment thereto (if any), the UnderwriterBasic Prospectus and the Prospectus Supplement, as of their respective effective or issue dates (other than the financial statements, schedules and other financial and statistical information contained therein or omitted therefrom, as to which such counsel need express no opinion), complied as to form in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder. (iv) To the best knowledge of such counsel, there are no material contracts, indentures or other documents relating to the Certificates of a result of which they determined that certain information of an accountingcharacter required to be described or referred to in the Registration Statement or the Prospectus Supplement or to be filed as exhibits to the Registration Statement, financial other than those described or statistical nature set forth (referred to therein or filed or incorporated by referencereference as exhibits thereto. (v) The Pooling and Servicing Agreement constitutes a valid, legal, binding and enforceable agreement of the Company, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement or the Pooling and Servicing Agreement that purport to provide indemnification from securities law liabilities. (vi) The Certificates, when duly and validly executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement. (vii) The statements set forth in the Prospectus Supplement under the captions “headings "Description of the Offered Certificates" and "Servicing of the Mortgage Pool”Loans" and in the Basic Prospectus under the headings "Description of the Securities", “"Servicing of Mortgage Loans" and "The Trust Agreement", insofar as such statements purport to summarize certain material provisions of the Certificates and the Pooling and Servicing Agreement,” “Description , provide a fair and accurate summary of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)such provisions. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [_____, 20___] [__], 201[__] _ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you the Underwriter a certificate, 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 Servicing] [Trust] Agreement are true and correct in all material respects; and (b) the Company hashas complied, 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 [The Underwriter shall have received the opinion of Xxxxxxx Xxxxxxxx & Xxxx LLP special counsel for the Company dated the Closing Date in form and substance reasonably satisfactory to the Underwriter. 6.5 The Underwriter shall have received from _______________] shall have delivered to you a certificate, counsel for the Underwriter, an opinion dated the Closing Date, of Date in form and substance reasonably satisfactory to the President, a Managing Director, a Director or an Associate of [Underwriter. 6.6 The Underwriter shall have received from _______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 's counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriterunderwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, [“Pooling and Servicing Agreement,” ”] [“The Trust 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 Class [A] Certificates shall have been rated “_” by ______________ and [_______________] excluding any questions of legal interpretation _ [and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A M Certificates shall have been rated “AAA___” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [__________] 6.8 The Underwriter shall have received the opinion of __________, counsel to the Trustee, dated the Closing Date, substantially in form and substance reasonably satisfactory to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsUnderwriter. The Company will furnish you the Underwriter with conformed copies of the above opinions, certificates, letters and documents as you may the Underwriter reasonably requestrequests.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter hereunder to purchase the Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission prior to the Closing Date and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to satisfaction, as of the Closing Date, of the following additional conditions: 6.1 (a) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and not withdrawn and no proceedings for that purpose shall be pending have been instituted or, to the knowledge of the Company's knowledge, threatened by the Commissionthreatened; 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 in accordance with Rule 424(b) 424 under the Act0000 Xxx. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you the Underwriter a certificatecertificate of the Company, signed by an authorized officer of the Company and 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: : (ai) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respectsrespects at and as of the Closing Date with the same effect as if made on the Closing Date; and and (bii) the Company has, has in all material respects, respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 [_______________] (c) The Underwriter shall have delivered received with respect to you the Company a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than 30 days prior to the Closing Date. (d) The Underwriter shall have received from the Secretary or an assistant secretary of the Company, in his individual capacity, a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that that: (i) each individual who, as an officer or representative of the signer Company, signed this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, in the Pooling and Servicing Agreement or in the Mortgage Loan Purchase Agreements, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; and (ii) no event (including, without limitation, any act or omission on the part of the Company) has occurred since the date of the good standing certificate referred to in paragraph (c) above which has examined affected the good standing of the Company under the laws of the State of Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an assistant secretary of the Company) of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date, and of the resolutions of the Company and any required shareholder consent relating to the transactions contemplated in this Agreement, 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respectsMortgage Loan Purchase Agreements. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 (e) The Underwriter shall have received from [___________]Sidley & Austin, certified public accountantsspecial counsel for the Company, (a) a letter favorable opinion, dated the date hereof Closing Date and satisfactory in form and substance to the Underwriter and counsel for the Underwriter’s counsel, to the effect that: (i) The Registration Statement and any post-effective amendments thereto have become effective under the 1933 Act. (ii) To the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for that they have performed certain specified procedures, all of which purpose have been agreed to by instituted or threatened and not terminated. (iii) The Registration Statement, each post-effective amendment thereto (if any), the UnderwriterBasic Prospectus and the Prospectus Supplement, as of their respective effective or issue dates (other than the financial statements, schedules and other financial and statistical information contained therein or omitted therefrom and other than information incorporated therein by reference, as to which such counsel need express no opinion), complied as to form in all material respects with the applicable requirements of the 1933 Act and the rules and regulations of the Commission thereunder. (iv) To the best knowledge of such counsel, there are no material contracts, indentures or other documents relating to the Certificates of a result of which they determined that certain information of an accountingcharacter required to be described or referred to in the Registration Statement or the Prospectus Supplement or to be filed as exhibits to the Registration Statement, financial other than those described or statistical nature set forth (referred to therein or filed or incorporated by referencereference as exhibits thereto. (v) The Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement each constitute a valid, legal, binding and enforceable agreement of the Company, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such agreement that purport or are construed to provide indemnification from securities law liabilities. (vi) The Certificates, when duly and validly executed, authenticated and delivered in accordance with the Pooling and Servicing Agreement and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement. (vii) The statements set forth in the Prospectus Supplement under the captions “headings "Description of the Offered Certificates" and "Servicing of the Mortgage Pool”Loans" and in the Basic Prospectus under the headings "Description of the Securities", “"Servicing of Mortgage Loans" and "The Trust Agreement", insofar as such statements purport to summarize certain material provisions of the Certificates and the Pooling and Servicing Agreement,” “Description of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f), are accurate in all material respects. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation ------------------------------------------------ of the Underwriter to purchase the Certificates Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the 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 Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: 6.1 (a) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commissionhave been instituted or threatened; and the Final Prospectus Supplement shall have been filed or transmitted mailed for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under within the Acttime period prescribed by the Commission. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have furnished to the Underwriter the opinion of [Cadwalader, Xxxxxxxxxx & Xxxx] [Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.], counsel for the Company, dated the Closing Date, to the effect of paragraphs (iv), (vii), (viii), (x) and (xiv) below, and the opinion of [ ] special counsel to the Company, dated the Closing Date, to the effect of paragraphs (i), (ii), (iii), (v), (vi), (ix), (xi), (xii) and (xiii) below: (i) the Company is a duly incorporated and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business currently conducted; (ii) the Company has no subsidiaries; (iii) the Company is not required to be qualified or licensed to do business as a foreign corporation in any jurisdiction; (iv) assuming that the Securities are rating at the time of transfer to the Underwriter in one of the two highest rating categories by a nationally recognized statistical rating organization, each such Security at such time will be a "mortgage related security" as such term is defined in Section 3(a)(41) of the Exchange Act; (v) the Pooling Agreement has been duly authorized, executed and delivered by the Company; (vi) the Securities have been duly authorized by the Company; (vii) upon due authorization, execution and delivery by the parties thereto, the Pooling Agreement will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors' rights generally, and to general principles of equity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law; (viii) the Securities, when duly executed, authenticated and delivered in the manner contemplated in the Pooling Agreement and paid for by the Underwriter pursuant to this Agreement, will be validly issued and outstanding and entitled to the benefits of the Pooling Agreement; (ix) to the knowledge of such counsel, there is no legal or governmental action, investigation or proceeding pending or threatened against the Company (a) asserting the invalidity of this Agreement, the Pooling Agreement or the Certificates, (b) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated hereby or (c) which would materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, this Agreement, the Pooling Agreement or the Certificates; (x) the Registration Statement has become effective under the Act; to the knowledge of such counsel (a) no stop order suspending the effectiveness of the Registration Statement with respect to the Securities has been issued and no proceedings for that purpose have been instituted or are pending or are threatened under the Act; and (b) the Registration Statement, as of its effective date, and the Final Prospectus, as of the date thereof, and each revision or amendment thereof or supplement thereto relating to the Securities, as of its effective date, appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder applicable to such documents as of such respective dates; and, as of the date of the Final Prospectus, the statements set forth in the Final Prospectus under the headings "ERISA Considerations" and "Federal Income Tax Consequences" were, to the extent that they summarize matters of federal law or legal conclusions, correct in all material respects; (xi) this Agreement has been duly authorized, executed and delivered by the Company; (xii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriter and such other approvals (specified in such opinion) as have been obtained; (xiii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws of the Company or, to the best knowledge of such counsel, the terms of any indenture or other agreement or instrument known to such counsel and to which the Company is a party or by which it is bound, or any order or regulation known to such counsel to be applicable to the Company of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company; and (xiv) the Pooling Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended and the Trust Fund is not required to be registered under the Investment Company Act of 1940, as amended. Such opinion may express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement and the Pooling Agreement. Such opinion may be qualified as an opinion only on the laws of the State of New York, the laws of each state in which the writer of the opinion is admitted to practice law and the Federal law of the United States. To the extent that such counsel relies upon the opinion of other counsel in rendering any portion of its opinion, the opinion of such other counsel shall be attached to and delivered with the opinion of such firm that is delivered to you the Underwriter. (c) The Company shall have furnished to the Underwriter a certificateletter, dated the Closing Date, of [Cadwalader, Xxxxxxxxxx & Xxxx] [Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.], counsel to the PresidentCompany, a Senior Vice President or a Vice President to the effect that in the course of such counsel's review of the Registration Statement and the Final Prospectus and discussion of the same with certain officers of the Company and its auditors, no facts came to the attention of such counsel that caused such counsel to believe that the Registration Statement, as of its effective date, or the Final Prospectus, as of the date, or any revision or amendment thereof or supplement thereto, as of its effective 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, or that the Final Prospectus, or any revision or amendment thereof or supplement thereto filed prior to the date of such opinion, as of the date of such opinion, contained any untrue statement of a material fact or omitted to state a material fact 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 express no opinion as to any financial statements or other financial, numerical or statistical data contained in the Registration Statement or the Final Prospectus or any material incorporated by reference in the Registration Statement or the Prospectus. (d) The Underwriter shall have received copies, addressed to it or on which it is entitled to rely, of opinions of counsel furnished to the rating agencies rating the Securities as set forth on Schedule I hereto (the "Rating Agencies"). --------------- (e) The Company shall have furnished to the Underwriter a certificate of the Company, signed by an authorized officer thereof, and dated the Closing Date, to the effect that the signer signer(s) of such certificate has carefully examined this Agreementthe Registration Statement, the Approved Offering Materials, the Prospectus, the Pooling Final Prospectus and Servicing this Agreement and various other closing documents, and that, that to the best of his or her knowledge after reasonable investigationknowledge: (ai) 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) respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has, in all material respects, has 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; (ii) no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or threatened; and (iii) since the respective dates as of which information is given in the Final Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus. 6.4 [_______________] (f) On the date hereof, Price Waterhouse, LLP and/or any other firm of certified independent public accountants acceptable to the Underwriter shall have delivered furnished to you the Underwriter a certificateletter, dated the date hereof, in form and substance satisfactory to the Underwriter, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and stating in effect that using the assumptions and methodology used by the Company, all of which shall be described in such letter, they have recalculated such numbers and percentages set forth in the Final Prospectus as the Underwriter may reasonably request and as are agreed to by such accountants, compared the results of their calculations to the corresponding items in the Final Prospectus, and found each such number and percentage set forth in the Final Prospectus to be in agreement with the results of such calculations. To the extent historical financial information with respect to the Company and/or historical financial, delinquency or related information with respect to one or more servicers is included in the Final Prospectus, such letter or letters shall also relate to such information. (g) The Securities shall have received the rating or ratings from the Rating Agencies as set forth on Schedule I hereto. (h) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates, opinions and documents as the Underwriter may reasonably request. If any of the Presidentconditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, a Managing Director, a Director or an Associate if any of [_______________] to the effect that the signer of such certificate has examined the Pooling opinions and Servicing Agreement and this Agreement and that, to the best of his certificates mentioned above or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and elsewhere in this Agreement are true and correct shall not be in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter’s its counsel, to this Agreement and all obligations of the effect that they have performed certain specified proceduresUnderwriter hereunder may be canceled at, all of which have been agreed to or at any time prior to, the Closing Date by the Underwriter, as a result . Notice of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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 such cancellation shall be given to the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificateswriting, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters by telephone or telegraph and documents as you may reasonably requestconfirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 6.1. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 6.2. Since [________] [__], 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 6.3. The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a the Executive 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 6.4. You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx LLPWood, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially Cxxxxxx Xxxx xxx subxxxxtially to the effect set forth in Exhibit A, A and the opinion of [__________], associate Exhibit B. 6.5. You shall have received from counsel for the Company and [_______________]Underwriter, an opinion dated the Closing Date in form and substantially substance satisfactory to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youUnderwriter. 6.8 6.6. 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7. The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“Fitch”)], “AAA” by each of] [Standard & Poor’s (“S&P”)], “'s Ratings Services] and [Fitch Ratings] and "Aaa” " by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS's Investors Service, Inc. (“DBRS”)Inc.]. 6.10 6.8. You shall have received the receixxx xxx opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set effexx xxx forth in Exhibit C. 6.11 6.9. You shall have received from [_________]Thacher Proffitt & Wood LLP, associate special counsel to the Company, a and from xx-xxxxx xxxxxxl tx xxe Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________Standard & Poor's Ratings Services] to rate the Certificatesand [Fitch Ratings] and [Moody's Investors Service, or you shall have been listed as an addressee on any such opinionsInc.]. The Company will furnish you with xxx xxxh conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]_ 1, 201[__] 199_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of XxxxxxThacher Proffitt & Wood, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]the Master Servicxx, dated the Closing Date xxxxx xxx Xxosixx Xate and substantially to the effect set forth in Exhibit AA-1 and Exhibit A-2, and the opinion of [__________], associate counsel for the Company and [_______________General Counsel to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.5 You shall have received a negative assurance letter regarding the Prospectus from [_________________]_______, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.6 The Underwriter and [shall have received from _______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” by [Fitch Ratings, (“Fitch”)], “AAA” " by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)'s Ratings Services] and “AAA” by [DBRSFitch Investor's Service, Inc. (“DBRS”)L.P.]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood, associate counsel to the Company, a reliance letter letters with respect to any opinions xxxxxxx xx xxx opixxxxs delivered to any rating agency that is hired by the Company or [________] to rate the CertificatesStandard & Poor's Ratings Services and Fitch Investor Services, or you shall have been listed as an addressee on any such opinions. L.P. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates [Certificates][Notes] shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]_, 201[__] 200_ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________INSERT NAME OF APPROPRIATE DEPOSITOR AFFILIATE]. 6.3 The Company shall have delivered to you a certificate, 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 Loan Purchase Agreement, the Trust Agreement, the Servicing Agreement and the Indenture 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, 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 [_______________INSERT NAME OF APPROPRIATE DEPOSITOR AFFILIATE] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, Senior Vice President or a Director or an Associate Vice President of [_______________INSERT NAME OF APPROPRIATE DEPOSITOR AFFILIATE] to the effect that the signer of such certificate has examined the Pooling and Loan Purchase Agreement, the Trust Agreement, the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________INSERT NAME OF APPROPRIATE DEPOSITOR AFFILIATE] contained in the Pooling and Loan Purchase Agreement, in the Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], INSERT NAME OF APPROPRIATE DEPOSITOR AFFILIATE] dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________, general counsel for the Company and [INSERT NAME OF APPROPRIATE DEPOSITOR AFFILIATE], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.6 You shall have received from _____________, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Loan Pool”, “Pooling ," ["Servicing of the Mortgage Loans"] and Servicing Agreement,” “"Description of the Certificates” and “Yield and Prepayment Considerations” Securities" agrees with the records of the Company and [_______________INSERT NAME OF APPROPRIATE DEPOSITOR AFFILIATE] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)5.9 hereof. 6.9 6.8 The Class A Certificates [Certificates][Notes] shall have been rated “AAA” " " by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________]_____ and " " by_______________ . 6.9 You shall have received the opinions of ______________ and _____________, counsel special counsels to the Indenture Trustee and the Owner Trustee, respectively, dated the Closing Date, substantially to the effect set forth in Exhibit C.C-1 and Exhibit C-2. 6.11 6.10 You shall have received from [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel to the Company, and from _________]____, associate general counsel to the Company, a reliance letter letters with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you _______and ______________. 6.11 You shall have been listed as an addressee on any such opinions. received the opinion of ____________________, special counsel to the Credit Enhancer, dated the Closing Date, substantially to the effect set forth in Exhibit G. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [_____, 20___] [__], 201[__] _ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you the Underwriter a certificate, 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 Servicing] [Trust] Agreement are true and correct in all material respects; and (b) the Company hashas complied, 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 [The Underwriter shall have received the opinion of Xxxxx, Xxxxx, Xxxx & Maw LLP special counsel for the Company dated the Closing Date in form and substance reasonably satisfactory to the Underwriter. 6.5 The Underwriter shall have received from _______________] shall have delivered to you a certificate, counsel for the Underwriter, an opinion dated the Closing Date, of Date in form and substance reasonably satisfactory to the President, a Managing Director, a Director or an Associate of [Underwriter. 6.6 The Underwriter shall have received from _______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 's counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriterunderwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Pool”", “["Pooling and Servicing Agreement,” “"] ["The Trust Agreement"], "Description of the Certificates” " and “"Certain Yield and Prepayment Considerations” " agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation obligations of the Underwriter to purchase the Certificates Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Partnership contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Partnership or ETP LLC made in any certificates pursuant to the provisions hereof, to the performance by the Partnership of its obligations hereunder and to the following additional conditions: 6.1 No (a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall be in effect, have been issued and no proceedings for that purpose shall be pending orhave been instituted or threatened. (b) The Partnership shall have requested and caused (i) Xxxxxx & Xxxxxxx LLP, counsel for the Partnership, to have furnished to the knowledge of the Company, threatened by the Commission; Underwriter their opinions 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 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificatenegative assurance letter, dated the Closing DateDate or any settlement date, as the case may be, and addressed to the Underwriter, in the forms set forth in Exhibits X-0, X-0, and B-3 hereto, and (ii) Morris, Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to the Partnership, to have furnished to the Underwriter their opinion dated the Closing Date or any settlement date, as the case may be, and addressed to the Underwriter, in the form set forth in Exhibit B-4. (c) The Partnership shall have furnished to the Underwriter an opinion of Xxxxxx X. Xxxxx, Vice President, General Counsel and Secretary of ETP LLC, addressed to the Underwriter, and dated the Closing Date or any settlement date, as the case may be, in the form set forth in Exhibit C hereto. (d) The Underwriter shall have received from Xxxxxxx Xxxxx 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 PresidentSecurities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Partnership shall have furnished to the Underwriter a Senior Vice President certificate of ETP LLC, signed by the Chief Executive Officer and the Chief Financial Officer, dated the Closing Date or a Vice President of any settlement date, as the Company case may be, to the effect that the signer signers of such certificate has have carefully examined this Agreementthe Registration Statement, the Approved Offering MaterialsDisclosure Package, the ProspectusFinal Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the Pooling offering of the Securities, and Servicing this Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ai) the representations and warranties of the Company Partnership in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) on and as of the Company hasClosing Date or any settlement date, in all material respectsas the case may be, with the same effect as if made on the Closing Date or any settlement date, as the case may be, and the Partnership has 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.Date or any settlement date, as the case may be; 6.4 [_______________] shall have delivered to you a certificate, dated (ii) no stop order suspending the Closing Date, effectiveness of the President, a Managing Director, a Director Registration Statement or an Associate of [_______________] any notice objecting to the effect its use has been issued and no proceedings for that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and thatpurpose have been instituted or, to the best Partnership’s knowledge, threatened; and (iii) since the date of his the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, whether or her knowledge after reasonable investigationnot 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 Partnership shall have requested and caused Xxxxx Xxxxxxxx LLP to have furnished to the Underwriter, at the Execution Time and at the Closing Date or any settlement date, as the case may be, letters addressed (which may refer to letters previously delivered to the Underwriter), dated respectively as of the Execution Time and as of the Closing Date or any settlement date, as the case may be, in form and substance satisfactory to the Underwriter, which letters shall, (i) confirm that they are independent public accountants within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) state, as of the date of such letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Final Prospectus, as of a date not more than five days prior to the date of such letters), the representations conclusions and warranties findings of [_______________] contained such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with public offerings of securities. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Pooling Registration Statement (exclusive of any amendment thereof) and Servicing Agreement the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any material change or material decrease specified in the letter or letters referred to in paragraph (f) 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 Partnership and the Subsidiaries taken as a whole, whether or not arising from transactions in this Agreement are true the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and correct the Final Prospectus (exclusive of any amendment or supplement thereto), the effect of which, in all any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material respectsand 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). 6.5 [[_______________] (h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Partnership’s or its Subsidiaries’ debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) The Partnership shall have delivered furnished to you a certificatethe Underwriter such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, dated the Closing DateBase Prospectus, the Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus as of the Presidenttime of purchase and, a Managing Directorif applicable, a Director or an Associate the additional time of [_______________] purchase, as the Underwriter may reasonably request. (j) The Securities shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the effect that Underwriter. (k) At the signer of such certificate has examined Execution Time, the Pooling and Servicing Agreement and this Agreement and that, Partnership shall have furnished to the best Underwriter each of his or her knowledge after reasonable investigationthe signed Lock-Up Agreements referred to in Section 1(dd) hereof, and each such Lock-Up Agreement shall be in full force and effect at the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of XxxxxxExecution Time, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially the settlement date, as the case may be. (l) FINRA shall not have raised any objection with respect to the effect set forth fairness or reasonableness of the underwriting, or other arrangements of the transaction contemplated hereby. If any of the conditions specified in Exhibit Athis Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth certificates mentioned above or elsewhere in Exhibit B. 6.7 You this Agreement shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and not be reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter’s counsel, to this Agreement and all obligations of the effect that they have performed certain specified proceduresUnderwriter hereunder may be canceled at, all of which have been agreed to or at any time prior to, the Closing Date by the Underwriter, as a result . Notice of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates such cancellation shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel be given to the Trustee, dated the Closing Date, substantially to the effect set forth Partnership in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired writing or by the Company telephone or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably requestfacsimile confirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 6.1. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 6.2. Since [________] [_ 1, __], 201[__] _ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 6.3. The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 6.4. You shall have received the opinion opinions of XxxxxxThacher Proffitt & Wood, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]the Master Servixxx, dated the Closing xxxxx xxx Xlosxxx Date and substantially to the effect set forth in Exhibit AA-1 and Exhibit A-2, and the opinion of [__________], associate counsel for the Company and [_______________to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.5. You shall have received a negative assurance letter regarding the Prospectus from [_________________]_______, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.6. The Underwriter and [shall have received from _______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request."Pooling

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201200[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx[Mayer, Xxxxxxxxxx Brown, Rowe & Xxxxxxxxx Maw LLP] [Orrick, Herrington & Sutcliffe LLP], special counsel for the Company and [_______________]Residential Fundixx, dated the Closing datxx xxe Xxxxing Date and substantially to xxxxxantxxxxx xx the effect set xxxxxx xet forth in Exhibit AExhibits 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. 6.7 6.6 You shall have received a negative assurance letter regarding the Prospectus from [_________________Mayer, Brown, Rowe & Maw LLP] [Orrick, Herrington & Sutcliffe LLP], special counsel for the Underwriter Company and [_______________]Residential Funding, in form satisfactory xx forx xxxisfxxxxry to you. 6.8 The Underwriter shall 6.0 Xxx Xxxxxxritxx xxxxx 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Pool”", “Pooling and Servicing Agreement,” “"Description of the Certificates” 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(f4.4(e). 6.9 6.8 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“"Fitch”")], “AAA” ] and AAA by [Standard & Poor’s 's (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”")]. 6.10 6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 [You shall have received the opinion of Faegre & Benson, LLP, special Minnesota tax counsel for the Company, dated the Closing Date, substantially to the effecx xxx forxx xx Exhibit D]. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates shall be subject to (i) the accuracy on and as of the Closing Date of the representations and warranties on the part of Alliance Bancorp and the Company herein contained; (ii) the performance by Alliance Bancorp and the Company of all of its obligations hereunder; and (iii) the following conditionsconditions as of the Closing Date: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to not later than the time required by Rule 424(b) under the Act. 6.2 Since [________] [__]May 1, 201[__] 2007, there shall have been no material adverse change (not or any development involving a prospective change) in the ordinary course sole judgment of business) the Underwriter in the condition of the Company or [_______________]Alliance Bancorp that, in the judgment of the Underwriter, impairs the investment quality of the Certificates so as to make it impracticable or inadvisable to market the Certificates on the terms and in the manner contemplated in the Prospectus. 6.3 The Company shall have delivered to you the Underwriter a certificate, 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 all other Transaction Documents to which it is a party 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 [_______________] Alliance Bancorp shall have delivered to you the Underwriter a certificate, dated the Closing Date, of the President, a Managing Director, Senior Vice President or a Director or an Associate Vice President of [_______________] Alliance Bancorp to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and this Agreement various other closing documents, and that, to the best of his or her actual knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and Alliance Bancorp, in this Agreement and all other Transaction Documents to which Alliance Bancorp is a party are true and correct in all material respectsrespects as of the Closing Date. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You The Underwriter shall have received the opinion opinions and a letter of Xxxxxx, Xxxxxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxxx Xxxx LLP, special counsel for the Company and [_______________]Company, dated the Closing Date and substantially to the effect set forth in Exhibit A-l, Exhibit A-2 and Exhibit A-3 and the opinion of [__________], associate in-house counsel for the Company and [_______________]Alliance Bancorp, dated the Closing Date and substantially to the effect set forth in Exhibit B.X-x. 6.6 The Underwriter shall have received from XxXxx Xxxxxx, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.7 You The Certificates shall have been rated at least as described directly below by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) and Xxxxx'x Investors Service, Inc. (“Xxxxx'x”). Class A-1 AAA Aaa Class A-2 AAA Aaa Class A-3 AAA Aaa Class M-1 AA+ Aaa Class M-2 AA Aa1 Class M-3 AA- Aa1 Class M-4 A+ Aa2 Class M-5 A Aa3 Class M-6 A- A1 Class M-7 BBB+ A2 Class M-8 BBB A3 Class M-9 BBB- Baa1 The Underwriter shall have received a negative assurance copy of the letter regarding from each of the Prospectus from [_________________], counsel for respective rating agencies to such effect; and such ratings shall not have been withdrawn on or before the Underwriter and [_______________], in form satisfactory to youClosing Date. 6.8 The Underwriter shall have received the opinion of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLC special counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.9 The Underwriter shall have received from [___________]KPMG, 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 (or incorporated by reference) in the Definitive Free Writing Prospectus and the Prospectus Supplement under the captions “Description of the The Mortgage Pool”, “Pooling and Servicing Agreement,” “Description of the Certificates”, “Yield on the Certificates” and “Yield Pooling and Prepayment ConsiderationsServicing Agreement” (and for the avoidance of doubt, any static pool data pursuant to Item 1105 of Regulation AB under the 1933 Act Regulations included or incorporated by reference in the Definitive Free Writing Prospectus or the Prospectus) agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]interpretation. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You The Underwriter shall have received from [_________]Xxxxxxx Xxxxxxxx & Xxxx LLP, associate special counsel to the Company, a and from in-house counsel to the Company, reliance letter letters with respect to any opinions delivered to Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. and Xxxxx’x Investors Service, Inc. 6.11 The Underwriter shall have received a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of Alliance Bancorp and the Company as to the good standing of Alliance Bancorp and the Company and the due authorization by Alliance Bancorp of the transactions contemplated herein. 6.12 The Underwriter shall have received such further information, certificates and documents as the Underwriter may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be in all material respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter’s counsel. 6.13 The information contained in the Definitive Free Writing Prospectus and the Prospectus in the section “RISK FACTORS—The Sponsor and Servicer and Its Parent Have Breached Certain Covenants Under Their Respective Financing Arrangements” is true and correct in all material respects. 6.14 No lender has exercised any rating agency that is hired by remedy with respect to a default under any indenture, contract, lease, mortgage, deed of trust, note, agreement or other evidence of indebtedness or other agreement, obligation or instrument to which Alliance Bancorp, the Company or [________] any of their affiliates is a party or by which it or its properties are bound which would have a material adverse affect on the financial condition of Alliance Bancorp or the Company or their ability to rate enter into the Certificates, or you shall have been listed as an addressee on any such opinionstransactions contemplated by this Agreement. The Company will furnish you the Underwriter with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or, if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriter and its counsel, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to Alliance Bancorp and the Company in writing, or by telephone or telegraph confirmed in writing. If the Underwriter terminates as a result of this provision, Alliance Bancorp and the Company shall reimburse the Underwriter for all reasonable out of pocket expenses, including fees of counsel.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates Bonds shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to not later than the time required by Rule 424(b) under the Act. 6.2 Since [________] [__]Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, 201[__] 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 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 Bonds as contemplated by the Registration Statement and the 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 Bonds 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, 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 Servicing Agreement, the Trust Agreement and the Indenture 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 and the Issuer in this Agreement and all other Transaction Documents to which it is a party are true and correct in all material respects; and (b) each of the Company and the Issuer 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 given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change (not in the ordinary course general affairs, business, key personnel, capitalization, financial condition or results of business) in the condition 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 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 Bonds have been rated in one of the four highest grades by each of such agencies rating that class of Bonds and that such rating has not been lowered since the date of such letter. 6.3 6.4 The Company shall have delivered to you a certificate, 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 Prospectus and various other closing documents, and that, to the best of his or her actual knowledge after reasonable investigation: (a) that 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 hasCompany, in all material respectsrespectively, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respectsrespects as of the Closing Date. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You The Underwriter shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx Thacher Proffitt & Xxxxxxxxx Wood LLP, special counsel for the Company Company, dated thx Xxxxxng Xxxx and substantially to the effect set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 [_______________NOTE: Exhibit A-3 will be rxxxxxx xx xxxxxxs the Definitive Free Writing Prospectus], the opinions of in-house counsel for the Company, dated the Closing Date and substantially to the effect set forth in Exhibit A, B-l and the Exhibit B-2 and an opinion of [__________Name of Company's Counxxx], associate counsel for the Company and [_______________]to Company, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to youB-3. 6.8 6.6 The Underwriter shall have received from [___________], counsel for the Underwriter an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 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 '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 (or incorporated by reference) in the Definitive Free Writing Prospectus and the Prospectus Supplement under the captions “"The Mortgage Pool", "Description of the Mortgage Pool”Bonds", “Pooling and Servicing Agreement,” “Description of "Yield on the Certificates” and “Yield and Prepayment Considerations” Bonds" agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpretation. 6.9 6.8 The Class A Certificates Bonds shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” at least as described directly below by [Standard & Poor’s 's, a division of The McGraw-Hill Companies, Inc. (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”")] and “AAA” by [DBRSMoody's Investors Sxxxxxx, Inc. Xxx. (“DBRS”"Moody's")]. Xxxxx [S&P's] [Moody's] Rating Rating The Underwriter shall have received a copy of the letter from each of the respective rating agencies to such effect; and such ratings shall not have been withdrawn on or before the Closing Date. 6.10 You 6.9 The Underwriter's shall have received the opinion of [_________], counsel to the Indenture Trustee, 's Counsel] dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You 6.10 The Underwriter shall have received from [_________]Thacher Proffitt & Wood LLP, associate special counsel to the Company, a xxx xxxx xx-xxxxe counsel to the Company, reliance letter letters with respect to any opinions delivered to any rating agency that is hired [S&P] and [Moody's.] 6.11 The Underwriter shall have received a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company as to the good standing of the Company and the due authorization by the Company or [________] to rate of the Certificates, or you transactions contemplated herein. 6.12 The Underwriter shall have been listed received such further information, certificates and documents as an addressee on any such opinionsthe Underwriter may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be in all material respects reasonably satisfactory in form and substance to the Underwriter and the Underwriter's counsel. The Company will furnish you the Underwriter with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or, if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriter and its counsel, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__]December 1, 201[__] 2005 there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 Indenture 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 delivered to you a certificate, dated received the Closing Date, of the President, a Managing Director, a Director or an Associate opinions of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit AExhibits 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. 6.7 6.6 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [_________________], special counsel for the Underwriter Company and [_______________]Residential Funding, in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) in the Prospectus Supplement under the captions “"Description of the Mortgage Home Loan Pool”", “Pooling and Servicing Agreement,” “"Description of the Certificates” Servicing Agreement", "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(f4.4(e). 6.9 6.8 The Class A Certificates Notes shall have been rated “AAA” "[____]" by [Fitch Ratings, (“"Fitch”")], “AAA” ] and [____] by [Standard & Poor’s 's (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”")]. 6.10 6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 You shall have received the opinion of [_________], special Minnesota tax counsel for the Company, dated the Closing Date, substantially to the effect set forth in Exhibit D. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [_ 1, __], 201[__] _ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Company. 6.3 The Company shall have delivered to you a certificate, 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of XxxxxxThacher Proffitt & Wood, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________]the Master Xxxxxxxx, dated xxxxx the Closing Xxxsing Date and substantially to the effect set forth in Exhibit AA-1 and Exhibit A-2, and the opinion of [__________], associate counsel for the Company and [_______________to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.5 You shall have received a negative assurance letter regarding the Prospectus from [_________________]_______, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.6 The Underwriter and [shall have received from _______________], in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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 [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)interpreta tion. 6.9 6.7 The Class A Certificates shall have been rated “"AAA” by [Fitch Ratings, (“Fitch”)], “AAA” " by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)'s Ratings Services] and “AAA” by [DBRS, Inc. (“DBRS”)Fitch Ratings]. 6.10 6.8 You shall have received the opinion of [_________Trustee's Counsel], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 6.9 You shall have received from [_________]Thacher Proffitt & Wood, associate counsel to the Company, a reliance letter with respect to any opinions letterx xxxx xxxxxxx xo axx xpinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinionsStandard & Poor's Ratings Services and Fitch Ratings. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s Underwriters’ obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the CompanyDepositor, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__DATE], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company Depositor or [_______________]the Seller. 6.3 The Company Depositor shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Indenture, the Mortgage Loan Purchase Agreement, the Trust 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 Depositor in this Agreement and in the Pooling and Servicing Trust Agreement are true and correct in all material respects; and (b) the Company Depositor 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 [_______________] The Seller shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, Senior Vice President or a Director or an Associate Vice President of [_______________] the Seller to the effect that the signer of such certificate has examined the Pooling and Mortgage Loan Purchase Agreement, the Master Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] the Seller contained in the Pooling and Mortgage Loan Purchase Agreement, the Master Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of XxxxxxMayer, Xxxxxxxxxx Brown, Xxxx & Xxxxxxxxx Maw LLP, special counsel for the Company Depositor and [_______________]the Seller, dated the Closing Date and substantially to the effect set forth in Exhibit A, and A. 6.6 You shall have received the opinion of [__________], associate counsel for the Company and [_______________]Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________[ ], counsel for the Underwriter and [_______________]Underwriters, an opinion dated the Closing Date in form and substance satisfactory to youthe Underwriters. 6.8 The Underwriter 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 you and the Underwriter’s your counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriteryou, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (or incorporated by reference) 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 [_______________] Seller excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)5.9 hereof. 6.9 The Class A Certificates Notes shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s ’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&PStandard & Poor’s”)], ) and “Aaa” by [Xxxxx’x Investor Service Investors Service, Inc. (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________[ ], counsel to the Indenture Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________the opinion of [ ], associate counsel to the CompanyOwner Trustee, a reliance letter with respect dated the Closing Date, substantially to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you effect set forth in Exhibit D. 6.12 You shall have been listed as an addressee on any such opinionsreceived the opinion of [ ], counsel to [ENHANCER], dated the Closing Date, in form and substance reasonably satisfactory to you. The Company Depositor will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation of the Underwriter hereunder to purchase the Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to satisfaction, as of the Closing Date, of the following additional conditions: 6.1 No (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall be in effect, have been issued and not withdrawn and no proceedings for that purpose shall be pending have been instituted or, to the knowledge of the Company's knowledge, threatened by the Commissionthreatened; 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 in accordance with Rule 424(b) 424 under the Act0000 Xxx. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of businessb) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you the Underwriter a certificatecertificate of the Company, signed by an authorized officer of the Company and 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: : (ai) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respectsrespects at and as of the Closing Date with the same effect as if made on the Closing Date; and and (bii) the Company has, has in all material respects, respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 [_______________] (c) The Underwriter shall have delivered received with respect to you the Company a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than 30 days prior to the Closing Date. (d) The Underwriter shall have received from the Secretary or an assistant secretary of the Company, in his individual capacity, a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that that: (i) each individual who, as an officer or representative of the signer of such certificate has examined Company, signed this Agreement, the Pooling and Servicing Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Pooling and Servicing Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; and (ii) no event (including, without limitation, any act or omission on the part of the Company) has occurred since the date of the good standing certificate referred to in paragraph (c) above which has affected the good standing of the Company under the laws of the State of Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an assistant secretary of the Company) of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date, and of the resolutions of the Company and any required shareholder consent relating to the transactions contemplated in this Agreement and thatthe Pooling and Servicing Agreement. (e) You shall have received from Sidley & Austin, special counsel for the Company, a favorable opinion, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriter, to the effect that: (i) The Registration Statement and any post-effective amendments thereto have become effective under the 1933 Act. (ii) To the best knowledge of his such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for that purpose have been instituted or her knowledge after reasonable investigationthreatened and not terminated. (iii) The Registration Statement, each post-effective amendment thereto (if any), the representations Basic Prospectus and warranties the Prospectus Supplement, as of [_______________] their respective effective or issue dates (other than the financial statements, schedules and other financial and statistical information contained therein or omitted therefrom, as to which such counsel need express no opinion), complied as to form in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder. (iv) To the best knowledge of such counsel, there are no material contracts, indentures or other documents relating to the Certificates of a character required to be described or referred to in the Registration Statement or the Prospectus Supplement or to be filed as exhibits to the Registration Statement, other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. (v) The Pooling and Servicing Agreement constitutes a valid, legal, binding and enforceable agreement of the Company, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement or the Pooling and Servicing Agreement that purport to provide indemnification from securities law liabilities. (vi) The Certificates, when duly and validly executed and authenticated in the manner contemplated in the Pooling and Servicing Agreement and in this Agreement are true delivered and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificatepaid for by the Underwriter as provided herein, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] will be duly and validly issued and outstanding and entitled to the effect that the signer benefits 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respectsAgreement.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect (vii) The statements set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 (or incorporated by reference) in the Prospectus Supplement under the captions “headings "Description of the Certificates" and "Servicing of the Mortgage Pool”Loans" and in the Basic Prospectus under the headings "Description of the Securities", “"Servicing of Mortgage Loans" and "The Trust Agreement", insofar as such statements purport to summarize certain material provisions of the Certificates and the Pooling and Servicing Agreement,” “Description , provide a fair and accurate summary of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f)such provisions. 6.9 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201200[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx[Mayer, Xxxxxxxxxx Brown, Rowe & Xxxxxxxxx Maw LLP] [Orrick, special counsel for the Company and [_______________Herrington & Sutcliffe LLP], dated xxecixx xxunsxx xor the Companx xxx Resxxxxxxxx Xundxxx, xxxed the Closing Date and substantially to the effect set forth in Exhibit AExhibits 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. 6.7 6.6 You shall have received a negative assurance letter regarding the Prospectus from [_________________Mayer, Brown, Rowe & Maw LLP] [Orrick, Herrington & Sutcliffe LLX], counsel xpecxxx xounxxx for the Underwriter and [_______________]Companx xxx Resxxxxxxxx Xundixx, in form xx xxrm satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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” " and "Annex II Mortgage Loan Statistical Information" 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(f4.4(e). 6.9 6.8 The Class A Certificates shall have been rated “"AAA” " by [Fitch Ratings, (“"Fitch”")], “AAA” ] and AAA by [Standard & Poor’s 's (“"S&P”)], “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRS, Inc. (“DBRS”")]. 6.10 6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 [You shall have received the opinion of Faegre & Benson, LLP, special Minnesota tax counsel for the Coxxxxx, dxxxx the Closing Date, substantially to the effect set forth in Exhibit D]. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s obligation to purchase the Certificates Notes shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, 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 Trust Agreement, the Servicing Agreement Agreement, the Indenture 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 Indenture 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 [_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and Trust Agreement, the Servicing Agreement Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 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 (or incorporated by reference) in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Pooling and Servicing AgreementDescription of the Agreements,” “Description of the CertificatesSecurities” and “Yield and Prepayment Considerations” agrees with the records of the Company and [_______________] excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(f). 6.9 The Class A Certificates Notes shall have been rated [“AAA” by [Fitch Ratings, (“Fitch”)], [“AAA” by [Standard & Poor’s (“S&P”)], [“Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and [“AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [____________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.11 You shall have received from [_________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [__________] to rate the CertificatesNotes, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.

Conditions to the Obligations of the Underwriter. The Underwriter’s 's obligation to purchase the Certificates shall be subject to the following conditions: 6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, 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 pursuant to Rule 424(b) under the Act. 6.2 Since [________[ ] [__]1, 201[__20[ ] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]Residential Funding. 6.3 The Company shall have delivered to you a certificate, 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 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] 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 [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP[ ], special counsel for the Company and [_______________]Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit AExhibits A-1, A-2 and A-3, and the opinion of [__________[ ], associate counsel for the Company and [_______________]txx Xxxxxxx xxx Xesidential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 6.6 You shall have received a negative assurance letter regarding the Prospectus from [_________________[ ], counsel for the Underwriter and [_______________]Underwriter, in form satisfactory to you. 6.8 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 '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 (or incorporated by reference) 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(f). 6.9 6.8 The Class A Certificates and Class R Certificates shall have been rated “["AAA” by [Fitch Ratings, (“Fitch”)], “AAA” "] by [Standard & Poor’s (“S&P”)]'s, “Aaa” by [Xxxxx’x Investor Service (“Moody’s”)] and “AAA” by [DBRSa division of The McGraw-Hill Companies, Inc. (“DBRS”"Standard & Poor's"]) and [Fitch Ratings ("Xxxxx")]. 6.10 6.9 You shall have received the opinion of [____________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 You shall have received the opinion of [____________], special Minnesota tax counsel for the Company, dated the Closing Date, substantially to the effect set forth in Exhibit D. 6.11 You shall have received from [____________], associate counsel to the Company, a reliance letter with respect to any opinions delivered to any the rating agency that is hired by the Company or [________] to rate the Certificatesagencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you may reasonably request.