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

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Designated Securities shall be subject to the accuracy of the representations on the part of CUSA and the Guarantor contained herein as of the date hereof and the Closing Date, to the performance by CUSA and the Guarantor of their obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting to the use of the Registration Statement shall have been issued by the Commission; (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Barclays Holdings contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and (a) in the Guarantor case of Barclays, Barclays Holdings to the same extent as Barclays, (b) in the case of SGFC, Société Générale to the same extent as SGFC and (c) in the case of BSPRTCF, FBSPRT to the same extent as BSPRTCF) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Barclays Holdings shall have delivered to you a certificate of Barclays Holdings, signed by an authorized officer of Barclays Holdings and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Barclays Holdings in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Barclays Holdings 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; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (fd) The Guarantor You shall have furnished received with respect to Barclays Holdings and the Depositor a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Underwriters Closing Date. (e) (i) You shall have received from the Secretary or an Assistant Secretary of the RepresentativesDepositor, as the case may bein their individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of formation and limited liability company agreement of the Depositor, as in effect on the Closing Date, and (ii) you shall have received from the Secretary or an Assistant Secretary of Barclays Holdings, in their individual capacity, a certificate, dated the Closing Date, to the effect that: (A) each individual who, as an officer or representative of Barclays Holdings, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (B) no event (including, without limitation, any act or omission on the part of Barclays Holdings) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Barclays Holdings 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 Barclays Holdings) of the certificate of incorporation, by-laws or similar organizational documents of Barclays Holdings, as in effect on the Closing Date, and of the resolutions of Barclays Holdings. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Barclays Holdings, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in their individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Certificate Administrator and Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in their individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued heading “Transaction Parties—The Certificate Administrator and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Trustee” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Master Servicer, in their individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Special Servicer, in their individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Primary Servicer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Primary Servicer under the heading “Transaction Parties—The Primary Servicer” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the Operating Advisor, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Asset Representations Reviewer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (r) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Master Servicer, the Special Servicer, the Primary Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (t) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iu) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Underwritten Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA and the Guarantor Depositor contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Underwritten Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and [Wxxxx Fargo Bank] shall have delivered to you a certificate of [Wxxxx Fargo Bank], signed by an authorized officer of [Wxxxx Fargo Bank] and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of [Wxxxx Fargo Bank] in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) [Wxxxx Fargo Bank] 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; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (fd) The Guarantor You shall have furnished received (i) with respect to [Wxxxx Fargo Bank], a certificate of the Office of the Comptroller of the Currency and (ii) with respect to the Underwriters Depositor a good standing certificate from the Secretary of State of the [State of North Carolina], each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have received from the Secretary or an Assistant Secretary of the RepresentativesDepositor, as the case may bein his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the [State of North Carolina]. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of [Wxxxx Fargo Bank], in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of [Wxxxx Fargo Bank], signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of [Wxxxx Fargo Bank]) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of [Wxxxx Fargo Bank] under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of [Wxxxx Fargo Bank]) of the articles of association and by-laws of [Wxxxx Fargo Bank], as in effect on the Closing Date, and of the resolutions of [Wxxxx Fargo Bank] and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to [Wxxxx Fargo Bank], one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-0, X-0 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet [and (D) the Supplement][INCLUDE BRACKETED LANGUAGE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Underwritten Certificates on the Closing Date are as described in Section 1(a)(xv) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus, is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor” in the Prospectus, is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator and the Guarantor shall have furnished Asset Representations Reviewer a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Underwritten Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor MSMCH contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and MSMCH shall have delivered to you a certificate of MSMCH, signed by an authorized officer of MSMCH and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of MSMCH in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) MSMCH 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to MSMCH, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of MSMCH, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of MSMCH, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of MSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of MSMCH under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of MSMCH) of the articles of association and by-laws of MSMCH, as in effect on the Closing Date, and of the resolutions of MSMCH and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to MSMCH, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Designated Securities shall Offered Notes will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained herein as Depositor herein, to the accuracy of the date hereof and statements of officers of the Closing DateDepositor made pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Depositor of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No The Prospectus and any supplements thereto shall have been filed with the Commission in accordance with the Rules and Regulations and Section 7(a) hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as or, to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement Depositor or you, shall have been issued be contemplated by the Commission;Commission or by any authority administering any state securities or blue sky law. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at On or prior to the Closing Date; (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose , you shall have been instituted and are pending orreceived a letter, to his or her knowledge, threatened dated as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of KPMG LLP, certified public accountants, substantially in the Guarantor, signed by one or more officers form of the Guarantor, drafts to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus which you have previously agreed and this Agreement otherwise in form and that: (1) The representations of the Guarantor in this Agreement are true substance satisfactory to you and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificateyour counsel. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (ic) Subsequent to the date hereofexecution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have occurred (i) any change, change or any development involving a prospective change, change in or affecting particularly the business or properties of CUSAthe Trust, the Guarantor and their respective subsidiaries considered as a whole which Depositor, the Underwriters Company, DaimlerChrysler Corporation or the Representatives, as the case may be, concludeDaimlerChrysler AG which, in their judgment, after consultation with CUSA and the Guarantorjudgment of the Underwriters, materially impairs the investment quality of the Designated Securities so as Offered Notes or makes it impractical or inadvisable to make market the Offered Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of DaimlerChrysler AG, DaimlerChrysler North America Holding Corporation or the Depositor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency or any change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or any change makes it impractical or inadvisable to proceed with completion of the public offering sale of and payment for the Offered Notes or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (d) You shall have received an opinion of in-house counsel in the office of the General Counsel of DCFS and the Company, addressed to you and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) DCFS has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under this Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, and the Administration Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and service the Receivables. (ii) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it and to enter into and perform its obligations under the Trust Agreement and the Purchase Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and hold the excess cash flow from the Reserve Account and the Fixed Value Payments. (iii) Each of DCFS and the Company is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would render any Receivable unenforceable by the Depositor, the Owner Trustee or the Indenture Trustee. (iv) The direction by the Depositor to the Owner Trustee to authenticate the Certificates has been duly authorized by the Depositor and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (v) The direction by the Depositor to the Indenture Trustee to authenticate the Notes has been duly authorized by the Depositor and, when the Notes have been duly executed and delivered by the Owner Trustee and when authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Notes will be duly issued and entitled to the benefits and security afforded by the Indenture, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (vi) The Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Administration Agreement have been duly authorized, executed and delivered by DCFS, and are legal, valid and binding obligations of DCFS enforceable against DCFS in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vii) This Agreement has been duly authorized, executed and delivered by DCFS. (viii) The Purchase Agreement and the Trust Agreement have been duly authorized, executed and delivered by the Company and are the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (ix) Neither the transfer of the Receivables from the Depositor to the Trust, nor the assignment of the Owner Trust Estate to the Trust, nor the grant of the security interest in the Collateral to the Indenture Trustee pursuant to the Indenture, nor the execution and delivery of this Agreement, the Purchase Agreement, the Trust Agreement, the Administration Agreement, or the Sale and Servicing Agreement by DCFS, nor the execution and delivery of the Designated Securities Trust Agreement and the Purchase Agreement by the Company, nor the consummation of any transactions contemplated in this Agreement, the Purchase Agreement, the Trust Agreement, the Indenture, the Administration Agreement or the Sale and Servicing Agreement (such agreements, excluding this Agreement, being, collectively, the "Basic Documents"), nor the fulfillment of the terms thereof by DCFS, the Company or the Trust, as the case may be, will conflict with, or result in a material breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of organization or operating agreement of DCFS or the Company, or of any indenture or other material agreement or material instrument to which DCFS or the Company is a party or by which either of them is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to DCFS or the Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over either of them. (x) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge after due inquiry, threatened before any court, administrative agency or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Final ProspectusBasic Documents or the execution and delivery thereof, (3) that might materially and adversely affect the performance by DCFS of its obligations under, or the validity or enforceability of, this Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, or the Administration Agreement, or (4) that might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Purchase Agreement or the Trust Agreement. (xi) To the best knowledge of such counsel and except as set forth in the Prospectus (and any supplement thereto), no default exists and no event has occurred which, with notice, lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any material agreement to which the Depositor or the Company is a party or by which either of them is bound, which default has or would have a material adverse effect on the financial condition, earnings, prospects, business or properties of the Depositor and its subsidiaries, taken as a whole. (xii) Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of (x) the Company contained in the Purchase Agreement and the Trust Agreement are other than as stated therein or (y) DCFS contained in this Agreement, the Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement are other than as stated therein. (xiii) The Depositor is the sole owner of all right, title and interest in, and has good and marketable title to, the Receivables and the other property to be transferred by it to the Trust. The assignment of the Receivables, all documents and instruments relating thereto and all proceeds thereof to the Trust, pursuant to the Sale and Servicing Agreement, vests in the Trust all interests that are purported to be conveyed thereby, free and clear of any liens, security interests or encumbrances except as specifically permitted pursuant to the Sale and Servicing Agreement or any other Basic Document. (xiv) Immediately prior to the transfer of the Receivables to the Trust, the Depositor's interest in the Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing was perfected and constituted a perfected first priority interest therein. (xv) The Indenture constitutes a grant by the Trust to the Indenture Trustee of a valid security interest in the Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing, which security interest will be perfected upon the filing of the UCC-1 financing statements with the Secretary of State of the State of Delaware and will constitute a first priority perfected security interest therein. No filing or other action, other than the filing of the UCC-1 financing statements with the Secretary of State of the State of Delaware referred to above, is necessary to perfect and maintain the interest or the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing against third parties. (xvi) The Receivables are tangible chattel paper as defined in the UCC. (xvii) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Purchase Agreement and the Administration Agreement conform in all material respects with the descriptions thereof contained in the Prospectus (and any supplement thereto). (xviii) The statements in the Prospectus under the headings "Risk Factors -- Trusts May Not Have a Perfected Security Interest in Certain Financed Vehicles" and "-- Insolvency of the Depositor May Result in Delays, Reductions or Loss of Payments to Securityholders" and "Certain Legal Aspects of the Receivables", to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects. (xix) The statements contained in the Prospectus and any supplement thereto under the headings "Payments on the Notes", "Payments on the Securities", "Form of Securities and Transfers", "Principal Documents", "Sale Provisions", "Servicing" and "The Indenture", insofar as such statements constitute a summary of the Notes, the Indenture, the Administration Agreement, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement, constitute a fair summary of such documents.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor MSMCH contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and MSMCH shall have delivered to you a certificate of MSMCH, signed by an authorized officer of MSMCH and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of MSMCH in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) MSMCH 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to MSMCH, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of MSMCH, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of MSMCH, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of MSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of MSMCH under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of MSMCH) of the articles of association and by-laws of MSMCH, as in effect on the Closing Date, and of the resolutions of MSMCH and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to MSMCH, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the General Master Xxxxxxxx, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicers—Midland Loan Services, a Division of PNC Bank, National Association” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereofsatisfaction of the Underwriters. (u) You shall have received from the Secretary or an Assistant Secretary of the NCB Master Servicer and the NCB Special Servicer, there in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicers—National Cooperative Bank, N.A.” and “Transaction Parties—The Special Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor MSMCH contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date, ; and CUSA (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor MSMCH shall have furnished delivered to the Underwriters or the Representativesyou a certificate of MSMCH, as the case may be, a certificate, signed by an authorized officer of MSMCH and dated the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor MSMCH in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the General Master Xxxxxxxx, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or effect that the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (i) Subsequent information relating to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting General Special Servicer under the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.heading

Conditions to the Obligations of the Underwriters. The obligations of ------------------------------------------------- the several Underwriters named in any Terms Agreement to purchase and pay for the Designated Securities shall Certificates of the related Series subject to this Agreement and such Terms Agreement will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained Transferor herein as of the date hereof hereof, the date of the applicable Terms Agreement and the Closing applicable Delivery Date, to the accuracy of the statements of the Transferor made pursuant to the provisions thereof, to the performance by CUSA and the Guarantor Transferor in all material respects of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No you shall have received a letter from KPMG LLP, or such other independent public accountants specified in the applicable Terms Agreement, dated the date of the applicable Terms Agreement, and, if requested by you, a letter from such accountants, dated the Delivery Date, each in the forms heretofore agreed to; (b) all actions required to be taken and all filings required to be made by the Transferor under the Act prior to the Delivery Date for the Certificates of such Series shall have been duly taken or made; and prior to the applicable Delivery Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as or, to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement shall have been issued Transferor, threatened by the Commission; (bc) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially unless otherwise specified in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLPapplicable Terms Agreement, counsel for CUSA, the Certificates subject to this Agreement and offered by means of the Registration Statement shall have furnished to be rated at the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially time of issuance in the form attached hereto as Exhibit Bhighest rating category by the nationally recognized statistical rating organization[s] specified in the applicable Terms Agreement and shall not have been placed on any credit watch with a negative implication for downgrade; (d) The Underwriters or the Representatives, as the case may be, you shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPan opinion of McGuireWoods LLP (or such other counsel as shall be specified in the applicable Terms Agreement), counsel for to the Underwriters, such opinion and letterTransferor, dated the Closing applicable Delivery Date, substantially to the effect that: (i) the Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with respect full power and authority to such matters own its assets and operate its business as such Underwriters described in the Prospectus, and had at all relevant times and now has, the power, authority and legal right to acquire and own the Receivables transferred or Representatives may reasonably requireproposed to be transferred to the Trust as described in the Prospectus; (eii) CUSA shall the Transferor has full power and authority to sign the Registration Statement and to execute and deliver this Agreement, the applicable Terms Agreement, any applicable Enhancement Agreement, the Pooling and Servicing Agreement and the applicable Supplement and to consummate the transactions contemplated herein and therein; (iii) the agreements referred to in clause (ii) above have furnished been authorized by all necessary action on the part of the Transferor and have been duly executed and delivered by the Transferor; (iv) the Certificates have been duly authorized by all necessary action of the Transferor; (v) this Agreement, the applicable Terms Agreement, any applicable Enhancement Agreement, the Pooling and Servicing Agreement and the applicable Supplement each constitutes the legal, valid and binding agreement of the Transferor, enforceable against the Transferor in accordance with its terms, subject, as to enforcement, to (A) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership, or other similar laws of general applicability relating to or affecting creditors' rights generally, (B) the application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (C) the enforceability under certain circumstances of provisions indemnifying a party against liability where such indemnification is contrary to public policy; (vi) no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated herein, in the applicable Terms Agreement, the Pooling and Servicing Agreement, the applicable Supplement or any applicable Enhancement Agreement, except such as have been obtained or made and such as may be required under state securities or Blue Sky laws; (vii) the execution, delivery and performance by the Transferor of its obligations under this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the applicable Supplement or any applicable Enhancement Agreement, the transfer of the Receivables to the Underwriters Trust, the issuance and sale of the Certificates, and the consummation of any other of the transactions contemplated herein, in the applicable Terms Agreement, the Pooling and Servicing Agreement, the applicable Supplement or any applicable Enhancement Agreement, will not conflict with, result in a breach of or violation of any of the Representativesterms of, or constitute a default under, the amended and restated certificate of incorporation or by-laws of the Transferor, each as amended, the case may beterms of any material indenture or other material agreement or instrument known to such counsel to which the Transferor is a party or by which it or its properties are bound or any rule, a certificateorder known to such counsel, dated the Closing Datestatute or regulation, of CUSAany court, signed by one regulatory body, administrative agency or more officers of CUSAgovernmental body having jurisdiction over the Transferor; provided, however, that -------- ------- such counsel need express no opinion as to state securities or Blue Sky laws; (viii) except as otherwise disclosed in the effect that the signer of such certificate has carefully examined Prospectus or the Registration Statement, to the Pricing Disclosure Packagebest of such counsel's knowledge (after reasonable investigation), there are no actions, proceedings or investigations pending or threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, the Final Prospectus applicable Terms Agreement, the Pooling and this Servicing Agreement, the applicable Supplement, any applicable Enhancement Agreement and that: or the Certificates; (1B) The representations of CUSA in this Agreement are true and correct in all material respects on and as seeking to prevent the issuance of the Closing Date with Certificates or the same effect consummation of any of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the applicable Supplement, any applicable Enhancement Agreement or the Certificates, which if adversely determined would materially and adversely affect the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the applicable Supplement, any applicable Enhancement Agreement or the Certificates, or (C) seeking adversely to affect the federal income tax attributes of the Certificates as if made on described in the Closing Date, Prospectus under the headings "Series 2002-[___] Summary - Tax Status of the Offered Certificates and CUSA has complied with all the agreements Trust" and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date"Material Federal Income Tax Consequences"; (2ix) No the Registration Statement has become effective under the Act and the Prospectus has been filed with the Commission pursuant to Rule 424(b) promulgated under the Act; to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened under the Act; and are pending orthe Registration Statement and the Prospectus (other than the financial, numerical and statistical information contained therein as to his or her knowledge, threatened which such counsel need express no opinion) as of such their respective effective date or date of issuance complied as to form in all material respects with the requirements of the Act and the Commission has not issued rules and regulations promulgated thereunder; (x) this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the applicable Supplement, any notice objecting applicable Enhancement Agreement and the Certificates conform in all material respects to the use of descriptions thereof contained in the Registration StatementStatement and the Prospectus; and (3xi) Since the date Pooling and Servicing Agreement and the applicable Supplement will not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust is not now, and immediately following the sale of the most recent financial statements included Certificates pursuant hereto will not be, required to be registered under the 1940 Act. Such counsel also shall state that, subject to its customary practices and limitations relating to the scope of such counsel's participation in the Final Prospectuspreparation of the Registration Statement and the Prospectus and its investigation or verification of information contained therein, there it has been no reason to believe that at its effective date the Registration Statement contained any untrue statement of a material adverse change fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus on the applicable Delivery Date includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the condition light of the circumstances under which they were made, not misleading (financial in each case, other than financial, numerical and statistical information contained therein as to which such counsel need express no opinion); in rendering such opinion, such counsel may rely as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of the Transferor, the Servicer and public officials; (e) you shall have received an opinion of McGuireWoods LLP (or otherwise) of CUSA and its consolidated subsidiaries, taken such other counsel as a whole, nor any material increase shall be specified in the debt applicable Terms Agreement), counsel to FNANB, dated the applicable Delivery Date, substantially to the effect that: (i) FNANB is a national banking association duly organized, validly existing and in good standing under the laws of CUSA the United States, with full power and authority to own its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package assets and the Final Prospectus or operate its business as described in the certificate.Prospectus, and had at all relevant times and now has, the power, authority and legal right to own the Receivables, sell the Receivables to the Transferor pursuant to the Receivables Purchase Agreement, dated as of December 31, 2001 (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement"), between FNANB, as seller, and the Transferor, as purchaser, and service the Receivables pursuant to the Pooling and Servicing Agreement; (ii) FNANB has full power and authority to execute and deliver the Purchase Agreement, the Pooling and Servicing Agreement and the applicable Supplement and to consummate the transactions contemplated therein; (iii) the agreements referred to in clause (ii) above have been authorized by all necessary action on the part of FNANB and have been duly executed and delivered by FNANB; (iv) the Purchase Agreement, the Pooling and Servicing Agreement and the applicable Supplement each constitutes the legal, valid and binding agreement of FNANB, enforceable against FNANB in accordance with its terms, subject, as to enforcement, to (A) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership, or other similar laws of general applicability relating to or affecting creditors' rights generally or the rights of creditors of national banking associations, (B) the application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (C) the enforceability under certain circumstances of provisions indemnifying a party against liability where such indemnification is contrary to public policy; (v) no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required under the Federal banking laws for the consummation of the transactions contemplated in the Purchase Agreement, the Pooling and Servicing Agreement or the applicable Supplement, except such as have been obtained or made; (vi) the execution, delivery and performance by FNANB of its obligations under the Purchase Agreement, the Pooling and Servicing Agreement and the applicable Supplement, the sale of the Receivables to the Transferor, the servicing of the Receivables, and the consummation of any other of the transactions contemplated in the Purchase Agreement, the Pooling and Servicing Agreement or the applicable Supplement, will not conflict with, result in a breach of or violation of any of the terms of, or constitute a default under, the articles of association or by-laws of FNANB, each as amended, the terms of any material indenture or other material agreement or instrument known to such counsel to which FNANB is a party or by which it or its properties are bound or any rule, order known to such counsel, statute or regulation, to the extent the foregoing relate to the Federal banking law, of any court, regulatory body, administrative agency or governmental body having jurisdiction over FNANB; (vii) except as otherwise disclosed in the Prospectus or the Registration Statement, to the best of such counsel's knowledge (after reasonable investigation), there are no actions, proceedings or investigations pending or threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of the Purchase Agreement, the Pooling and Servicing Agreement, or the applicable Supplement; or (B) seeking to prevent the consummation of any of the transactions contemplated by the Purchase Agreement, the Pooling and Servicing Agreement or the applicable Supplement, which if adversely determined would materially and adversely affect the performance by FNANB of its obligations under, or the validity or enforceability of, the Purchase Agreement, the Pooling and Servicing Agreement or the applicable Supplement; (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, you shall have received from PricewaterhouseCoopers an opinion of McGuireWoods LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters or such other counsel as shall be specified in form as may be agreed upon among such Underwriters or Representativesthe applicable Terms Agreement), the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.special counsel for the

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor UBS AG contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and UBS AG shall have delivered to you a certificate of UBS AG, signed by an authorized officer of UBS AG and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of UBS AG in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) UBS AG 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to UBS AG, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of UBS AG, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of UBS AG, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of UBS AG) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of UBS AG under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of UBS AG) of the articles of association and by-laws of UBS AG, as in effect on the Closing Date, and of the resolutions of UBS AG and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to UBS AG, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of each Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties— The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, each Primary Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes X-0, X-0 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor UBS AG contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and UBS AG shall have delivered to you a certificate of UBS AG, signed by an authorized officer of UBS AG and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of UBS AG in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) UBS AG 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to UBS AG, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of UBS AG, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of UBS AG, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of UBS AG) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of UBS AG under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of UBS AG) of the articles of association and by-laws of UBS AG, as in effect on the Closing Date, and of the resolutions of UBS AG and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to UBS AG, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of each Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee and the Pricing Disclosure Package, Certificate Administrator” in the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Trustee and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer and the Special Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Master Servicer and the Guarantor Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have furnished received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, each Primary Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Designated Securities shall be Notes they have agreed to purchase hereunder on the Closing Date is subject to the accuracy of the representations on and warranties of the part of CUSA Company and the Guarantor Bank contained herein as of the date hereof of this Agreement, at [__:00 P./A.M.], New York City time, on [INSERT DATE] or such other time as agreed by the Bank and the Representatives (the “Time of Sale”) and the Closing Date, to the accuracy of the statements of the Company and the Bank made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, to the performance by CUSA the Company and the Guarantor Bank of their obligations hereunder hereunder, and to the following additional further conditions: (a) No stop order suspending the effectiveness Each of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting to the use of the Registration Statement shall have been issued by the Commission; (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPUnderwriters, [COUNSEL], U.S. counsel for CUSA the Company and the GuarantorBank, shall have furnished to the Underwriters or the Representativesand [COUNSEL], as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, U.S. counsel for the Underwriters, have completed their respective diligence investigations in accordance with procedures customary for a transaction such opinion as the offering of the Notes and letter, dated the Guarantees pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, with respect to such matters (i) since the date of the latest balance sheet included in the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change (other than as such Underwriters set forth in or Representatives may reasonably require; contemplated in the Time of Sale Prospectus or the Prospectus) in the financial condition or in the earnings, affairs or business prospects of the Bank and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business; (eii) CUSA each of the Company and the Bank shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA 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;; and (iii) the representations and warranties of the Company and the Bank set forth in Section 1 shall be accurate in all material respects as though expressly made at and as of the Closing Date. At the Closing Date, the Underwriters shall have received a certificate, dated as of the Closing Date, from each of the Bank and of the Company signed by the principal financial or accounting officer of the Bank and a director of the Company, respectively, certifying, with respect to the Bank, the matters set forth in (i), (ii) and (iii) of this Section 5(b) and, with respect to the Company, the matters set forth in (ii) and (iii) of this Section 5(b). (2c) No stop order suspending At the effectiveness Closing Date, the Underwriters shall have received a signed opinion, dated as of the Registration Statement has been issued Closing Date, of [COUNSEL], Spanish counsel to the Company and no proceedings for that purpose the Bank, substantially in the form set forth in Exhibit A. (d) At the Closing Date, the Underwriters shall have been instituted received a signed opinion, dated as of the Closing Date, of [COUNSEL], U.S. counsel to the Company and are pending orthe Bank, substantially in the form set forth in Exhibit B. (e) At the Closing Date, the Underwriters shall have received a signed opinion, dated as of the Closing Date, of [COUNSEL], Spanish counsel to the Underwriters, substantially in the form set forth in Exhibit C. (f) At the Closing Date, the Underwriters shall have received a signed opinion, dated as of the Closing Date, of [COUNSEL], U.S. counsel to the Underwriters, as to such matters as the Underwriters may reasonably request. (g) On the date hereof, the Underwriters shall have received from [AUDITOR] a letter dated such date, to his the effect that (i) they are independent accountants with respect to the Bank and its subsidiaries within the meaning of the Securities Act; (ii) it is their opinion that the Financial Statements included or her knowledgeincorporated by reference in the Time of Sale Prospectus and the Prospectus and covered by their opinions therein comply as to form in all material respects, threatened except as stated in such report, with the applicable accounting requirements of the Securities Act for foreign private issuers; (iii) nothing has come to their attention that any Financial Statements included or incorporated by reference in the Time of Sale Prospectus and the Prospectus and not covered by their opinions do not comply as to form in all material respects with the accounting requirements of the Securities Act for foreign private issuers; (iv) based upon limited procedures set forth in detail in such letter, nothing has come to their attention which causes them to believe that at a specified date not more than three business days prior to the date of such letter, there was any decrease in the capital stock, any increase in long-term debt or any decreases in consolidated net current assets or shareholders’ equity as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, or during the period from the date of such balance sheet to a specified date not more than three days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net income or consolidated net income of the Bank and its subsidiaries, except in all cases for changes, increases or decreases which the Time of Sale Prospectus and the Prospectus disclose have occurred or may occur; and (v) in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iv) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included in the Time of Sale Prospectus and the Prospectus and which are specified by the Underwriters, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Bank and its subsidiaries identified in such letter. At the Closing Date, the Underwriters shall have received a letter from [AUDITOR], dated as of such date and the Commission has not issued any notice objecting to Closing Date, confirming the use of the Registration Statement; and (3) Since information given in their letter dated the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) Time of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package Sale Prospectus and the Final Prospectus or as described in the certificateProspectus. (fh) The Guarantor At the Closing Date, U.S. counsel [and Spanish counsel] to the Bank and the Company, and U.S. counsel and Spanish counsel for the Underwriters, shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Notes and the Guarantees as contemplated in this Agreement and the matters referred to in the opinions required by Sections 5(d), (e) and (f), and in order to evidence the performance of any of the covenants of the Company and the Bank, or the fulfillment of any of the conditions herein contained. If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement may be terminated by the Underwriters on notice to the Underwriters Company and the Bank at any time at or prior to the RepresentativesClosing Date, as the case may be, a certificate, dated the Closing Date, and such termination shall be without liability of the Guarantor, signed by one or more officers of the Guarantor, any party to the effect that the signer of any other party except as provided in Section 6 herein. Notwithstanding any such certificate has carefully examined the Registration Statementtermination, the Pricing Disclosure Packageprovisions of Sections 7, the Final Prospectus 8, 9, 13 and this Agreement and that: (1) The representations of the Guarantor 14 herein shall remain in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificateeffect. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Designated Securities shall be subject to the accuracy of the representations and warranties on the part of CUSA BFI and the Guarantor Parent contained herein as of the date hereof Execution Time and the Closing Date, to the accuracy of the statements of BFI and the Parent made in any certificates pursuant to the provisions hereof, to the performance by CUSA BFI and the Guarantor Parent of their respective obligations hereunder and to the following additional conditions: (a) No The Canadian Final Supplement shall have been filed with the Qualifying Authorities pursuant to the Canadian Shelf Procedures within the applicable time period prescribed for such filing thereunder and the U.S. Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L. of Form F-10 within the applicable time period prescribed for such filing by the rules and regulations under the Act and, in each case, in accordance with Section 5(a) hereof; the April 2020 Marketing Materials required to be filed by BFI or the Parent with the Qualifying Authorities shall have been filed within the applicable time period prescribed for such filings under Canadian Securities Law and the final term sheet contemplated by Section 5(c) hereto, and any other material required to be filed by BFI or the Parent 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; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings proceeding for that purpose shall have been instituted and be pending initiated or, to the knowledge of BFI or the Parent, threatened as by the Commission; no order having the effect of the Closing Date and no notice objecting to preventing or suspending the use of any prospectus (including any Issuer Free Writing Prospectus) relating to the Registration Statement Securities shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of BFI or the Parent, threatened by any Qualifying Authorities; and all requests for additional information on the Commissionpart of any Qualifying Authority and the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx BFI and the Parent shall have requested and caused Torys LLP, Canadian and United States counsel for CUSA BFI and the GuarantorParent, Xxxxxxx Xxxx & Xxxxxxxxx LLP, special Investment Company Act counsel for BFI and the Parent, and local counsel in each province of Canada other than Ontario, Quebec and Alberta (to the extent that Securities will be sold to the public in such other provinces), to have furnished to the Representatives their opinions, dated the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives. 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 BFI or the Parent and public officials. (c) The Representatives shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure Package, the U.S. Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and BFI and the Parent shall have furnished to such counsel such documents as they request for the Underwriters or purpose of enabling them to pass upon such matters (it being understood that, to the Representativesextent such opinion relates to the laws of Ontario and the federal laws of Canada applicable therein, as such counsel shall be entitled to rely on the case may be, their opinion of Canadian counsel to BFI and the Parent delivered pursuant to Section 6(b) hereof). (d) The Representatives shall have received an appropriate legal opinion, dated the Closing Date, substantially in form and substance satisfactory to the Representatives acting reasonably, addressed to the Representatives and their counsel, of Torys LLP. as to compliance with the laws of Québec relating to the use of the French language in connection with the documents, including the Canadian Preliminary Prospectus, the Canadian Final Prospectus and any amendment or supplement thereto and the Securities to be delivered to purchasers in the form attached hereto as Exhibit A;Province of Québec. (ce) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Parent shall have furnished to the Underwriters Representatives a certificate of the Parent, signed by the Chairman of the Board or the Representatives, as Chief Executive Officer and the case may be, their opinionprincipal financial or accounting officer of the Parent, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer signers of such certificate has have carefully examined the Registration Statement, the Pricing Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show (if any) used in connection with the offering of the Securities, and this Agreement and that: (1i) The the representations and warranties of CUSA BFI and the Parent in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, Date and CUSA has BFI and the Parent have complied with all the agreements and satisfied all the conditions on its part their respective parts to be performed or satisfied at or prior to the Closing Date; (2ii) No no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted and are pending or, to his BFI’s or her the Parent’s knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statementthreatened; and (3iii) Since since the date of the most recent financial statements included in the Disclosure Package, the Canadian Final ProspectusProspectus and the U.S. Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in effect on the condition (financial or otherwise) ), prospects, earnings, business or properties of CUSA the Parent and its consolidated subsidiaries, taken as a whole, nor any material increase whether or not arising from transactions in the debt ordinary course of CUSA and its consolidated subsidiariesbusiness, except as set forth in or contemplated by in the Pricing Disclosure Package and the Canadian Final Prospectus or as described in and the certificateU.S. Final Prospectus (exclusive of any supplement thereto). (f) The Guarantor Parent shall have requested and caused Deloitte LLP to have furnished to the Underwriters or the Representatives, as at the case may be, a certificate, dated Execution Time and at the Closing Date, of the Guarantorletters, signed by (which may refer to letters previously delivered to one or more officers of the GuarantorRepresentatives), to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations dated respectively as of the Guarantor in this Agreement are true and correct in all material respects on Execution Time and as of the Closing Date with the same effect as if made on the Closing Date, in form and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior substance satisfactory to the Closing Date; (2) No stop order suspending Representatives, concerning the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting financial information with respect to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as Parent set forth in or contemplated by the Pricing Disclosure Package Package, the U.S. Final Prospectus and the Canadian Final Prospectus or as described in the certificateProspectus. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (i) Subsequent to the date hereofExecution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto) the Canadian Final Prospectus and the U.S. Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have occurred been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of CUSAthe Parent 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, the Guarantor Canadian Final Prospectus and their respective subsidiaries considered as a whole which the Underwriters U.S. Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA so material and the Guarantor, materially impairs the investment quality of the Designated Securities so adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Registration Statement (exclusive of any amendment thereto), the Disclosure Package, the Canadian Final ProspectusProspectus and the U.S. Final Prospectus (exclusive of any amendment or supplement thereto); or (iii) any decrease in the rating of any of BFI’s or the Parent’s 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. (h) Prior to the Closing Date, BFI and the Parent shall have furnished to the Representatives such further information, certificates and documents as the Representatives 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 Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Parent in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor MSMCH contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and MSMCH shall have delivered to you a certificate of MSMCH, signed by an authorized officer of MSMCH and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of MSMCH in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) MSMCH 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;. (2d) No stop order suspending You shall have received (i) with respect to MSMCH, a good standing certificate from the effectiveness Secretary of State of the Registration Statement has been issued State of New York and no proceedings for that purpose (ii) with respect to the Depositor, a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of MSMCH, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of MSMCH, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of MSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of MSMCH under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of MSMCH) of the articles of organization and operating agreement of MSMCH, as in effect on the Closing Date, and of the resolutions of MSMCH and any required member consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to MSMCH, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of the Underwriters each Underwriter to purchase the Designated Securities under this Agreement shall be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor Company contained herein as of the date hereof and hereof, as of the date of the Time of Sale Prospectus, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing DateDate with respect to such Securities (including the filing of any document incorporated by reference therein) and as of the Closing Date with respect to such Securities, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Company of their its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of threatened; all requests by the Closing Date and no notice objecting to the use of the Registration Statement Commission for additional information shall have been issued by complied with to the satisfaction of the Underwriters; and the Prospectus with respect to such Securities shall have been filed or transmitted for filing with the Commission pursuant to Rule 424(b) not later than the Commission;’s close of business on the second day following the execution and delivery of this Agreement or, if applicable, such other time as may be required by Rule 424(b). (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, The Company shall have furnished to the Underwriters or the Representativesopinion of Xxxx X. Xxxxxx, as Esquire, Assistant Vice President and Senior Counsel of the case may be, their opinionCompany, dated as of the Closing Date, in substantially in the form attached hereto as Exhibit A;Annex I-2. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Underwriters shall have furnished to the Underwriters or the Representatives, as the case may be, their received an opinion, dated as of the Closing Date, of Xxxxxxxx Xxxxxx Xxxxx & Xxxx, counsel for the Company, in substantially in the form attached hereto as Exhibit B;Annex I-1. (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letteror opinions, dated as of the Closing Date, with respect to such the issuance and sale of the Securities, the Deposit Agreement, the Registration Statement, the Time of Sale Prospectus, the Prospectus and other related matters as such Underwriters or the Representatives may reasonably require;, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (e) CUSA The Company shall have furnished to the Underwriters a certificate of the Company, signed by the Chairman of the Board, the Chief Executive Officer, an Executive Vice President or a Senior Vice President and the Representatives, as principal financial or accounting officer of the case may be, a certificateCompany, dated as of the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer signers of such certificate has have carefully examined the Registration Statement, the Pricing Disclosure PackageTime of Sale Prospectus, the Final Prospectus and this Agreement and thatthat to the best of their knowledge after reasonable investigation: (1i) The representations and warranties of CUSA the Company in this Agreement are true and correct in all material respects on and as of the Closing Date Date, with the same effect as if made on the Closing Date, and CUSA the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2ii) No stop order suspending the effectiveness of the Registration Statement Statement, as amended, has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her the Company’s knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statementthreatened; and (3iii) Since the date of the most recent latest audited financial statements included or incorporated by reference in the Final Time of Sale Prospectus and the Prospectus, neither the Company nor any of its consolidated subsidiaries has sustained any material loss or interference with its business 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, and there has been no material adverse change nor any development involving a prospective material adverse change in the condition (financial or otherwise) other), earnings, business or properties of CUSA the Company and its consolidated subsidiaries, taken as a whole, nor any material increase whether or not arising from transactions in the debt ordinary course of CUSA and its consolidated subsidiariesbusiness, except as set forth in or contemplated by the Pricing Disclosure Package Time of Sale Prospectus and the Final Prospectus or as described in the certificateProspectus. (f) The Guarantor At the time this Agreement is executed and at the Closing Date, Xxxxx & Young LLP, as independent accountants for the Company, shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to the Representatives, as the case may be, a certificateUnderwriters), dated such date, in substantially the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, form attached hereto as Xxxxx XX. (g) Subsequent to the effect that the signer respective dates as of such certificate has carefully examined which information is given in the Registration Statement, the Pricing Disclosure Package, the Final Time of Sale Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no shall not have occurred (i) any material adverse change change, or any development involving a prospective material adverse change, in the condition (condition, financial or otherwise) , or in the earnings, business or operations of the Guarantor Company and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as from that set forth in the Time of Sale Prospectus or (ii) any material change or decrease in those items specified in the letter or letters referred to in paragraph (f) of this Section 5 the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or RepresentativesProspectus. (h) Prior to the Closing Date, CUSA and the Guarantor Company shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they the Underwriters may reasonably request. (i) Subsequent On or after the Applicable Time and subsequent to the date hereofexecution and delivery of this Agreement, and prior to the Closing Date there shall not have occurred any changedowngrading, nor shall notice have been given of any intended or potential downgrading or placement “under review” with negative implications or with no indication of the direction of the possible change of the rating accorded any securities of, or guaranteed by, the Company by any development involving a prospective change“nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Preferred Shares or the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Preferred Shares or the Securities. (k) The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and any Significant Subsidiary in their respective jurisdictions of organization, in each case in writing or affecting any standard form of telecommunication from the business appropriate governmental authorities of such jurisdictions. (l) The Designation shall have been filed with the Secretary of State of the State of Indiana and shall have become effective. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or properties if any of CUSAthe 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 Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or Closing Date, by the Representatives, as . Notice of such cancellation shall be given to the case may be, conclude, Company in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical writing or inadvisable to proceed with the public offering by telephone or the delivery of the Designated Securities as contemplated by the Final Prospectustelegraph confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Designated Securities shall be subject to the accuracy of the representations on the part of CUSA and the Guarantor Chevron contained herein as of the date hereof and the Closing Date, to the performance by CUSA and the Guarantor Chevron of their its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting to the use of the Registration Statement shall have been issued by the Commission;; Underwriting Agreement Standard Provisions (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the GuarantorChevron, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, Underwriters such opinion and letteror opinions, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (ed) CUSA Chevron shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSAChevron, signed by one or more officers of CUSAChevron, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Chevron in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA Chevron has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA Chevron and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA Chevron Corporation and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (ge) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP lettersa letter, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters letter shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Chevron and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (hf) Prior to the Closing Date, CUSA and the Guarantor Chevron shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (ig) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor Chevron and their respective its subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the GuarantorChevron, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the Underwriting Agreement Standard Provisions public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Underwritten Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA and the Guarantor Depositor contained herein as of the date hereof and 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; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use of Depositor’s knowledge, threatened; and the Registration Statement Prospectus Supplement and each Issuer Free Writing Prospectus shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Underwritten Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (fd) The Guarantor You shall have furnished received (i) with respect to Xxxxx Fargo Bank, a certificate of the Office of the Comptroller of the Currency and (ii) with respect to the Underwriters Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have received from the Secretary or an Assistant Secretary of the RepresentativesDepositor, as the case may bein his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Preliminary FWP and Prospectus Supplement under the captions “Summary,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus Supplement and the Preliminary FWP, (C) in the Term Sheet and (D) in the Pre-Pricing FWP agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Underwritten Certificates on the Closing Date are as described in Section 1(a)(xv) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are Supplement is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Custodian” in the Final Prospectus, there has been no Prospectus Supplement is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus Supplement is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus Supplement, is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Trust Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Trust Advisor under the heading “Transaction Parties—The Trust Advisor” in the Prospectus Supplement, is true and correct in all material respects. (p) You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (q) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Underwritten Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (r) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (is) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from the Accounting Firms copies of the Accountants’ Due Diligence Reports and from Deloitte letters satisfactory in form and substance to you and counsel for the Underwriters, to the effect that Deloitte has performed certain specified procedures as a result of which it has determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the respective compilations of information and data regarding the Mortgage Loans prepared by or on behalf of the Mortgage Loan Sellers and provided to Deloitte (such compilations, the “Master Tapes”), unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his or her individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his or her individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his or her individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer—Argentic Services Company LP” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of an officer of the Outside Special Servicer, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Outside Special Servicer under the heading “Transaction Parties—Affiliated Servicer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (r) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Master Servicer, the Special Servicer, the Outside Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (t) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iu) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the Guarantor case of Barclays, Barclays Holdings, to the same extent as Barclays, in the case of LCF, the LC Guarantors, and in the case of C-III, C-III Capital) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Third Party Purchaser, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Designated Securities shall Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained herein Depositor as of the date hereof and the Closing Specified Delivery Date, to the accuracy of the statements of the Depositor made pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Depositor in all material respects of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No you shall have received a letter from Ernst & Young LLP dated the date hxxxxx and, if requested by you, dated the Specified Delivery Date, each in the forms heretofore agreed to; (b) all actions required to be taken and all filings required to be made by the Depositor under the Act prior to the Specified Delivery Date shall have been duly taken or made; and prior to the Specified Delivery Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending instituted, or threatened as to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement Depositor or any Underwriter, shall have been issued be contemplated by the Commission; (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLPunless otherwise specified in Schedule I, counsel the Certificates subject to this Agreement and offered by means of the Registration Statement shall be rated the ratings specified in Schedule I, and shall not have been lowered or placed on any credit watch with a negative implication for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit Bdowngrade; (d) The Underwriters or the Representatives, as the case may be, you shall have received from Xxxxxx Xxxxxxxx Xxxxx opinions of Sidley Austin Brown & Xxxxxxxx LLP, counsel for the Underwriters, such opinion Wood LLP spexxxx xoxxxxx xx xxx Dexxxxtor and letterCredit Suisse First Boston LLC, dated the Closing Specified Delivery Date, with respect in substantially in the form agreed to on or prior to such matters as such Underwriters or Representatives may reasonably requiredate; (e) CUSA you shall have furnished received an opinion of special counsel to the Underwriters or the Representatives, as the case may be, a certificateeach Mortgage Loan Seller, dated the Closing Specified Delivery Date, in the form agreed to on or prior to such date; (f) you shall have received an opinion of CUSAcounsel to the Trustee, dated the Specified Delivery Date, in the form agreed to on or prior to such date, which shall also be addressed to the Rating Agencies, the Depositor and the Trustee or shall be accompanied by a reliance letter addressed to such parties; (g) you shall have received an opinion of counsel of each Master Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (h) you shall have received an opinion of counsel of each Special Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (i) you shall have received letters, dated the Specified Delivery Date, from counsel rendering opinions to the Rating Agencies, to the effect that you may rely upon their opinion to such Rating Agencies, as if such opinion were rendered to you, or such opinions shall be addressed to you; (j) you shall have received a certificate or certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (k) you shall have received a certificate of the Trustee, signed by one or more duly authorized officers of CUSAthe Trustee, to dated the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Specified Delivery Date, and CUSA has complied with all in the agreements and satisfied all the conditions form agreed to on its part to be performed or satisfied at or prior to the Closing Datesuch date; (2l) No stop order suspending the effectiveness you shall have received a certificate of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of the GuarantorMaster Servicer, signed by one or more duly authorized officers of the GuarantorMaster Servicer, to dated the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Specified Delivery Date, and in the Guarantor has complied with all the agreements and satisfied all the conditions form agreed to on its part to be performed or satisfied at or prior to the Closing Datesuch date; (2m) No stop order suspending the effectiveness you shall have received a certificate of the Registration Statement has been issued and no proceedings for that purpose Special Servicer, signed by one or more duly authorized officers of the Special Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (n) the Mortgage Loan Sellers shall have been instituted and are pending or, to his or her knowledge, threatened as of such date and sold the Commission has not issued any notice objecting Mortgage Loans to the use of Depositor pursuant to the Registration StatementMortgage Loan Purchase Agreements; and (3o) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, you shall have received from PricewaterhouseCoopers LLP letterssuch other documents, dated (1) the date of the Underwriting Agreement certificates, letters and (2) the Closing Date, which letters shall be in form opinions as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they you may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Barclays Holdings contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and in the Guarantor case of Barclays, Barclays Holdings to the same extent as Barclays) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Barclays Holdings shall have delivered to you a certificate of Barclays Holdings, signed by an authorized officer of Barclays Holdings and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Barclays Holdings in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Barclays Holdings 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;. (2d) No stop order suspending You shall have received with respect to Barclays Holdings and the effectiveness Depositor a good standing certificate from the Secretary of State of the Registration Statement has been issued and no proceedings for that purpose State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of formation and limited liability company agreement of the Depositor, as in effect on the Closing Date, and (ii) you shall have received from the Secretary or an Assistant Secretary of Barclays Holdings, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (A) each individual who, as an officer or representative of Barclays Holdings, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (B) no event (including, without limitation, any act or omission on the part of Barclays Holdings) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Barclays Holdings 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 Barclays Holdings) of the certificate of incorporation, by-laws or similar organizational documents of Barclays Holdings, as in effect on the Closing Date, and of the resolutions of Barclays Holdings. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Barclays Holdings, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee and the Pricing Disclosure Package, Certificate Administrator” in the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Trustee and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer and the Special Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Primary Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Primary Servicer under the heading “Transaction Parties—The Primary Servicer” (but excluding the information under the heading “—Summary of the KeyBank Primary Servicing Agreement”) in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Master Servicer and the Guarantor Special Servicer” in the Prospectus is true and correct in all material respects. (p) You shall have furnished received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (r) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Third Party Purchaser, the Master Servicer, the Primary Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (t) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iu) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Reports and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the General Master Xxxxxxxx, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the General Special Servicer under the heading “Transaction Parties—The Special Servicers—KeyBank National Association” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the NCB Master Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Master Servicer under the heading “Transaction Parties—The Master Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the NCB Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Special Servicer under the heading “Transaction Parties—The Special Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (r) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (s) You shall have received from counsel for each Mortgage Loan Seller, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (t) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (u) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iv) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Designated Securities shall Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained herein Depositor as of the date hereof and the Closing Specified Delivery Date, to the accuracy of the statements of the Depositor made pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Depositor in all material respects of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No you shall have received a letter from Ernst & Young LLP dated the date hereof and, if requested by you, datxx xxe Specified Delivery Date, each in the forms heretofore agreed to; (b) all actions required to be taken and all filings required to be made by the Depositor under the 1933 Act prior to the Specified Delivery Date shall have been duly taken or made; and prior to the Specified Delivery Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending instituted, or threatened as to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement Depositor or any Underwriter, shall have been issued be contemplated by the Commission; (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLPunless otherwise specified in Schedule I, counsel the Certificates subject to this Agreement and offered by means of the Registration Statement shall be rated the ratings specified in Schedule I, and shall not have been lowered or placed on any credit watch with a negative implication for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit Bdowngrade; (d) The Underwriters or the Representatives, as the case may be, you shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPan opinion of counsel to the guarantor, counsel for the Underwriters, such opinion and letter, Credit Suisse acting through Credit Suisse USA Inc. dated the Closing Specified Delivery Date, with respect and in the form agreed to on or prior to such matters as such Underwriters or Representatives may reasonably requiredate; (e) CUSA you shall have furnished received opinions of Cadwalader, Wickersham & Taft LLP, special counsel to the Underwriters or the Representatives, as the case may be, a certificateDepositor axx Xxxxxx Suxxxx Xxxxxitixx (USA) LLC, dated the Closing Specified Delivery Date, in substantially the form agreed to on or prior to such date; (f) you shall have received an opinion of CUSAspecial counsel to each Mortgage Loan Seller, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (g) you shall have received an opinion of counsel to the Trustee, dated the Specified Delivery Date, which shall be dated the date of the Mortgage Loan Purchase Agreements, in the form agreed to on or prior to such date, together with a reliance letter addressed to the Rating Agencies, the Depositor and the Trustee; (h) you shall have received an opinion of counsel of each Master Servicer, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (i) you shall have received an opinion of counsel of each Special Servicers, dated the Specified Delivery Date, in the form agreed to on or prior to such date (j) you shall have received letters, dated the Specified Delivery Date, from counsel rendering opinions to the Rating Agencies, to the effect that you may rely upon their opinion to such Rating Agencies, as if such opinion were rendered to you, or such opinions shall be addressed to you; (k) you shall have received a certificate or certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated the Specified Delivery Date, in the form agreed to on or prior to such date; (l) you shall have received a certificate of the Trustee, signed by one or more duly authorized officers of CUSAthe Trustee, to dated the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Specified Delivery Date, and CUSA has complied with all in the agreements and satisfied all the conditions form agreed to on its part to be performed or satisfied at or prior to the Closing Datesuch date; (2m) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor you shall have furnished to the Underwriters or the Representatives, as the case may be, received a certificate, dated the Closing Date, certificate of the Guarantoreach Master Servicer, signed by one or more duly authorized officers of such Master Servicer, dated the Guarantor, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Specified Delivery Date, and in the Guarantor has complied with all the agreements and satisfied all the conditions form agreed to on its part to be performed or satisfied at or prior to the Closing Datesuch date; (2n) No stop order suspending the effectiveness you shall have received a certificate of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending oreach Special Servicer, to his signed by one or her knowledge, threatened as more duly authorized officers of such date and Special Servicer, dated the Commission has not issued any notice objecting Specified Delivery Date, in the form agreed to on or prior to such date; (o) the Mortgage Loan Sellers shall have sold the Mortgage Loans to the use of Depositor pursuant to the Registration StatementMortgage Loan Purchase Agreements; and (3p) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, you shall have received from PricewaterhouseCoopers LLP letterssuch other documents, dated (1) the date of the Underwriting Agreement certificates, letters and (2) the Closing Date, which letters shall be in form opinions as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they you may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Designated Securities shall Offered Notes will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained herein as Depositor herein, to the accuracy of the date hereof and statements of officers of the Closing DateDepositor made pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Depositor of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No The Prospectus and any supplements thereto shall have been filed with the Commission in accordance with the Rules and Regulations and Section 7(a) hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as or, to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement Depositor or you, shall have been issued be contemplated by the Commission;Commission or by any authority administering any state securities or blue sky law. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at On or prior to the Closing Date; (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose , you shall have been instituted and are pending orreceived a letter, to his or her knowledge, threatened dated as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of KPMG LLP, certified public accountants, substantially in the Guarantor, signed by one or more officers form of the Guarantor, drafts to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus which you have previously agreed and this Agreement otherwise in form and that: (1) The representations of the Guarantor in this Agreement are true substance satisfactory to you and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificateyour counsel. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (ic) Subsequent to the date hereofexecution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have occurred (i) any change, change or any development involving a prospective change, change in or affecting particularly the business or properties of CUSAthe Trust, the Guarantor and their respective subsidiaries considered as a whole which Depositor, the Underwriters Company, DaimlerChrysler Corporation or the Representatives, as the case may be, concludeDaimlerChrysler AG which, in their judgment, after consultation with CUSA and the Guarantorjudgment of the Underwriters, materially impairs the investment quality of the Designated Securities so as Offered Notes or makes it impractical or inadvisable to make market the Offered Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of DaimlerChrysler AG, DaimlerChrysler North America Holding Corporation or the Depositor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency or any change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or any change makes it impractical or inadvisable to proceed with completion of the public offering sale of and payment for the Offered Notes or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (d) You shall have received an opinion of in-house counsel in the office of the General Counsel of DCFS and the Company, addressed to you and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) DCFS has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under this Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, and the Administration Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and service the Receivables. (ii) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it and to enter into and perform its obligations under the Trust Agreement and the Purchase Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and hold the excess cash flow from the Reserve Account and the Fixed Value Payments. (iii) Each of DCFS and the Company is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would render any Receivable unenforceable by the Depositor, the Owner Trustee or the Indenture Trustee. (iv) The direction by the Depositor to the Owner Trustee to authenticate the Certificates has been duly authorized by the Depositor and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (v) The direction by the Depositor to the Indenture Trustee to authenticate the Notes has been duly authorized by the Depositor and, when the Notes have been duly executed and delivered by the Owner Trustee and when authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Notes will be duly issued and entitled to the benefits and security afforded by the Indenture, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (vi) The Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Administration Agreement have been duly authorized, executed and delivered by DCFS, and are legal, valid and binding obligations of DCFS enforceable against DCFS in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vii) This Agreement has been duly authorized, executed and delivered by DCFS. (viii) The Purchase Agreement and the Trust Agreement have been duly authorized, executed and delivered by the Company and are the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (ix) Neither the transfer of the Receivables from the Depositor to the Trust, nor the assignment of the Owner Trust Estate to the Trust, nor the grant of the security interest in the Collateral to the Indenture Trustee pursuant to the Indenture, nor the execution and delivery of this Agreement, the Purchase Agreement, the Trust Agreement, the Administration Agreement, or the Sale and Servicing Agreement by DCFS, nor the execution and delivery of the Designated Securities Trust Agreement and the Purchase Agreement by the Company, nor the consummation of any transactions contemplated in this Agreement, the Purchase Agreement, the Trust Agreement, the Indenture, the Administration Agreement or the Sale and Servicing Agreement (such agreements, excluding this Agreement, being, collectively, the "Basic Documents"), nor the fulfillment of the terms thereof by DCFS, the Company or the Trust, as the case may be, will conflict with, or result in a material breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of organization or operating agreement of DCFS or the Company, or of any indenture or other material agreement or material instrument to which DCFS or the Company is a party or by which either of them is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to DCFS or the Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over either of them. (x) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge after due inquiry, threatened before any court, administrative agency or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Final ProspectusBasic Documents or the execution and delivery thereof, (3) that might materially and adversely affect the performance by DCFS of its obligations under, or the validity or enforceability of, this Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, or the Administration Agreement, or (4) that might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Purchase Agreement or the Trust Agreement. (xi) To the best knowledge of such counsel and except as set forth in the Prospectus (and any supplement thereto), no default exists and no event has occurred which, with notice, lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any material agreement to which the Depositor or the Company is a party or by which either of them is bound, which default has or would have a material adverse effect on the financial condition, earnings, prospects, business or properties of the Depositor and its subsidiaries, taken as a whole. (xii) Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of (x) the Company contained in the Purchase Agreement and the Trust Agreement are other than as stated therein or (y) DCFS contained in this Agreement, the Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement are other than as stated therein. (xiii) The Depositor is the sole owner of all right, title and interest in, and has good and marketable title to, the Receivables and the other property to be transferred by it to the Trust. The assignment of the Receivables, all documents and instruments relating thereto and all proceeds thereof to the Trust, pursuant to the Sale and Servicing Agreement, vests in the Trust all interests that are purported to be conveyed thereby, free and clear of any liens, security interests or encumbrances except as specifically permitted pursuant to the Sale and Servicing Agreement or any other Basic Document. (xiv) Immediately prior to the transfer of the Receivables to the Trust, the Depositor's interest in the Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing was perfected and constituted a perfected first priority interest therein. (xv) The Indenture constitutes a grant by the Trust to the Indenture Trustee of a valid security interest in the Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing, which security interest will be perfected upon the filing of the UCC-1 financing statements with the Secretary of State of the State of Delaware and will constitute a first priority perfected security interest therein. No filing or other action, other than the filing of the UCC-1 financing statements with the Secretary of State of the State of Delaware referred to above, is necessary to perfect and maintain the interest or the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing against third parties. (xvi) The Receivables are tangible [or electronic] chattel paper as defined in the UCC. (xvii) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Purchase Agreement and the Administration Agreement conform in all material respects with the descriptions thereof contained in the Prospectus (and any supplement thereto). (xviii) The statements in the Prospectus under the headings "Risk Factors -- Trusts May Not Have a Perfected Security Interest in Certain Financed Vehicles" and "-- Insolvency of the Depositor May Result in Delays, Reductions or Loss of Payments to Securityholders" and "Certain Legal Aspects of the Receivables", to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects. (xix) The statements contained in the Prospectus and any supplement thereto under the headings "Payments on the Notes", "Payments on the Securities", "Form of Securities and Transfers", "Principal Documents", "Sale Provisions", "Servicing" and "The Indenture", insofar as such statements constitute a summary of the Notes, the Indenture, the Administration Agreement, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement, constitute a fair summary of such documents.

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters named in any Terms Agreement to purchase and pay for the Designated Securities shall Notes of the related Series subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained herein Depositor as of the date hereof hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of the Depositor made pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Depositor in all material respects of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No you shall have received letters of Deloitte & Touche LLP or KPMG LLP, dated the date of the applicable Terms Agreement and the Closing Date, in form and substance satisfactory to the Underwriters; (b) all actions required to be taken and all filings required to be made by the Depositor under the Act prior to the sale of the Notes of such Series shall have been duly taken or made; and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending instituted, or threatened as to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement Depositor or any Underwriter, shall have been issued be contemplated by the Commission; (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, the Notes subject to this Agreement and offered by means of the Registration Statement shall have furnished to be rated at the Underwriters or time of issuance in one of the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit Bfour highest rating categories by a nationally recognized statistical rating organization; (d) The Underwriters no Underwriter shall have advised the Depositor that the Registration Statement or the RepresentativesProspectus, or any amendment or supplement thereto, contains an untrue statement of fact that in your opinion is material, or omits to state a fact that in your opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading; (e) you shall have received the opinions shown below of XxXxx Xxxxxx LLP, counsel for the Depositor, dated the applicable Closing Date, substantially to the effect that as long as such opinions are applicable to the Series issued pursuant to the related Terms Agreement; (i) The Depositor has the corporate power and corporate authority to carry on its business as described in the Prospectus and to own its own assets in connection therewith; (ii) The Trust Agreement and the Sale and Servicing Agreement have each been duly authorized, executed and delivered by the Depositor and each is a valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except to the extent that (a) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); (iii) The issuance and sale of the Notes have been duly authorized by all requisite corporate action on the part of the Depositor and the Notes, when duly and validly executed and authenticated in accordance with the terms of the Indenture and delivered and paid for pursuant this agreement, will be duly and validly issued and outstanding, and entitled to the benefits of the Indenture and enforceable against the Trust in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); (iv) This agreement has been duly authorized, executed and delivered by the Depositor; (v) The execution and delivery by the Depositor of each of this agreement, the Trust Agreement and the Sale and Servicing Agreement, and the performance by the Depositor of its obligations each in accordance with its terms, do not conflict with the certificate of incorporation or by­laws of the Depositor; (vi) The Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and the Trust related thereto is not an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (vii) The Registration Statement has been declared effective under the Act, and, to the best of such counsel's knowledge, no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been instituted or are pending or threatened by the Commission; (viii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, appeared on their faces to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations thereunder, except that in each case such counsel need not opine as to the financial statements, schedules and other financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement; (ix) The statements in the Prospectus under the captions "Description of the Notes" and "The Trust Agreement, Sale and Servicing Agreement, Indenture and Administration Agrement," insofar as such statements constitute a summary of certain terms of the Notes and the Trust Agreement, Sale and Servicing Agreement, Indenture and Administration Agreement, constitute a fair summary of such terms; the statements contained under the caption "ERISA Considerations," insofar as such statements describe certain provisions of federal statutes and regulations, have been reviewed by such counsel, and such statements fairly describe such provisions and regulations; and the statements contained under the caption "Material Federal Income Tax Considerations," insofar as such statements constitute conclusions of law, are true and correct in all material respects as set forth therein; (x) Assuming that any Class of Notes is rated by a nationally recognized statistical rating organization in one of its two highest rating categories, such Class of Notes constitutes "mortgage-related securities" within the meaning of Section 3(a)(41) of the Exchange Act of for so long as they are so rated; and (xi) The conditions to the use by the Depositor of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus; and, to the best of such counsel's knowledge, there are no contracts or documents of the Depositor which are required to be filed as exhibits to the Registration Statement pursuant to the Act or the Rules and Regulations thereunder that have not been so filed. In addition, such counsel has participated in conferences with officers and other representatives of the Depositor, your counsel, representatives of the independent accountants for the Trust and you at which the contents of the Registration Statement and the Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the factual accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as stated in paragraph (xi) above) and has made no independent check or verification thereof for the purpose of rendering its opinion, on the basis of the foregoing (relying as to materiality to a large extent upon the certificates of officers and other representatives of the Depositor), nothing has come to such counsel's attention that leads it to believe that either the Registration Statement or the Prospectus at the time such documents were delivered to you contained, or at the date hereof contains, an untrue statement of a material fact or at the time such documents were delivered to you omitted, or at the date hereof omits, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no view with respect to the financial statements, schedules and other financial and statistical data included in or incorporated by reference in or omitted from the Registration Statement or the Prospectus. With respect to the opinions expressed in paragraph (viii) above, such counsel may take such exceptions as are deemed necessary and appropriate by such counsel to deliver such opinion. (f) if applicable, you shall have received an opinion of counsel to the Owner Trustee and the Indenture Trustee dated the applicable Closing Date and in the form agreed to on or prior to the date of the applicable Terms Agreement; (g) if applicable, you shall have received an opinion of counsel to any issuer of any certificate insurance policy, dated the applicable Closing Date, and in the form agreed to on or prior to the date of the applicable Terms Agreement; (h) if applicable, you shall have received the opinion of counsel to the Master Servicer, dated as of the applicable Closing Date, in form and substance satisfactory to your counsel, to the effect that: (i) the Master Servicer has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business, and is in good standing, as a foreign corporation under the laws of each jurisdiction in which the performance of its duties under the applicable agreement would require such qualification; (ii) the execution and delivery by the Master Servicer of the applicable agreement is within the corporate power of the Master Servicer and has been duly authorized by all necessary corporate action on the part of the Master Servicer; and neither the execution and delivery of such instrument, nor the consummation of the transactions provided for therein, nor compliance with the provisions thereof, will conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, loan agreement, note, lease, deed of trust, or other instrument to which the Master Servicer is a party or by which it may be bound, nor will such action result in any violation of the provisions of the charter or bylaws of the Master Servicer or any law, administra­tive regulation or administrative or court, decree; (iii) the applicable agreement has been duly and validly authorized, executed and delivered by the Master Servicer and assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, subject, as the case enforcement of remedies, to (A) applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors' rights generally as from time to time in effect, (B) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (C) if applicable, with respect to the qualification that certain remedial provisions of the Trust Agreement, Indenture or Sale and Servicing Agreement, if any, may bebe unenforceable in whole or in part under the Uniform Commercial Code as presently in effect in the State of New York, but the inclusion of such provisions does not render the other provisions of the Indenture invalid and the Indenture contains adequate remedial provisions for the practical realization of the benefits of the security provided thereby; (i) if applicable, you shall have received an opinion of counsel to each Servicer, dated the applicable Closing Date, and in the form agreed to on or prior to the date of the applicable Terms Agreement; (j) you shall have received from XxXxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letteror opinions, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement other related matters as the Underwriters may require, and that:the Depositor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; and (1k) The you shall have received a certificate or certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated the applicable Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) the representations and warranties of CUSA the Depositor in this Agreement are true and correct in all material respects on and as of correct; (ii) the Closing Date with the same effect as if made on the Closing Date, and CUSA Depositor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; ; (2iii) No no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and or are pending or, contemplated; (iv) subsequent to his or her knowledge, threatened the respective dates as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included which information is given in the Final Prospectus, and except as set forth or contemplated in the Prospectus, there has not been no any material adverse change in the general affairs, capitalization, financial condition or results of operations of the Depositor; and (financial or otherwisev) of CUSA and its consolidated subsidiaries, taken except as a whole, nor any material increase otherwise stated in the debt of CUSA and its consolidated subsidiariesProspectus, except as set forth in there are no material actions, suits or contemplated by the Pricing Disclosure Package and the Final Prospectus proceedings pending before any court or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters governmental agency, authority or the Representatives, as the case may be, a certificate, dated the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 body or, to his or her their knowledge, threatened as threatened, which could have a material effect upon the Depositor or upon the transactions contemplated by this Agreement. The Depositor will furnish you with such copies of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectusopinions, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiariescertificates, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may you reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Barclays Holdings contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and (a) in the Guarantor case of Barclays, Barclays Holdings to the same extent as Barclays, (b) in the case of SGFC, Société Générale to the same extent as SGFC and (c) in the case of BSPRTCF, FBSPRT to the same extent as BSPRTCF) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Barclays Holdings shall have delivered to you a certificate of Barclays Holdings, signed by an authorized officer of Barclays Holdings and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Barclays Holdings in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Barclays Holdings 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; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (fd) The Guarantor You shall have furnished received with respect to Barclays Holdings and the Depositor a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Underwriters Closing Date. (e) (i) You shall have received from the Secretary or an Assistant Secretary of the RepresentativesDepositor, as the case may bein their individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of formation and limited liability company agreement of the Depositor, as in effect on the Closing Date, and (ii) you shall have received from the Secretary or an Assistant Secretary of Barclays Holdings, in their individual capacity, a certificate, dated the Closing Date, to the effect that: (A) each individual who, as an officer or representative of Barclays Holdings, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (B) no event (including, without limitation, any act or omission on the part of Barclays Holdings) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Barclays Holdings 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 Barclays Holdings) of the certificate of incorporation, by-laws or similar organizational documents of Barclays Holdings, as in effect on the Closing Date, and of the resolutions of Barclays Holdings. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Barclays Holdings, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in their individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Certificate Administrator and Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in their individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued heading “Transaction Parties—The Certificate Administrator and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Trustee” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Master Servicer, in their individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Special Servicer, in their individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Non-Serviced Master Servicer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Non-Serviced Master Servicer under the heading “Transaction Parties—The BMO 2023-C7 Servicer, the BBCMS 2023-C22 Servicer, the BBCMS 2023-5C23 Servicer and the Guarantor Benchmark 2023-B40 Servicer” in the Prospectus is true and correct in all material respects. (p) You shall have furnished received from an officer of the Affiliated Special Servicer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Affiliated Special Servicer under the heading “Transaction Parties—The Affiliated Special Servicer” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Operating Advisor, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (r) You shall have received from an officer of the Asset Representations Reviewer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (s) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Master Servicer, the Special Servicer, the Non-Serviced Master Servicer, the Affiliated Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (t) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (u) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iv) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the General Master Xxxxxxxx, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the General Special Servicer under the heading “Transaction Parties—The Special Servicers—KeyBank National Association” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the NCB Master Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Master Servicer under the heading “Transaction Parties—The Master Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the NCB Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Special Servicer under the heading “Transaction Parties—The Special Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (r) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (s) You shall have received from an officer of the Outside Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Outside Special Servicer under the heading “Transaction Parties—The BANK 2019-BNK21 Special Servicer” in the Prospectus is true and correct in all material respects. (t) You shall have received from counsel for each Mortgage Loan Seller, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator and the Guarantor shall have furnished Outside Special Servicer, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (u) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (v) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iw) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Designated Securities shall be subject to the accuracy in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy in all respects) of the representations on and warranties of the part of CUSA Company and the Guarantor Guarantors contained herein as at the Applicable Time, to the accuracy in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy in all respects) of the date hereof representations and warranties of the Company and the Guarantors contained herein at the Closing Date, to the accuracy of the statements of the Company or any Guarantor made in any certificates pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Company of their its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings proceeding for that purpose such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been instituted timely filed with the Commission under the Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Act) and be pending or threatened as in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. (b) The Company shall have requested and caused Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, to furnish to the Underwriters an opinion letter and an advice letter, each dated the Closing Date and no notice objecting to substantially in the use forms of the Registration Statement shall have been issued by the Commission; (b) Pillsbury Xxxxxxxx Exhibit A and Exhibit B, respectively, hereto and an opinion of Bass, Xxxxx & Xxxx Xxxxxxx LLPPLC, special regulatory counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinionCompany, dated the Closing Date, Date and substantially in the form attached hereto of Exhibit C hereto. The Company shall have requested and caused the general counsel of the Company to furnish to the Underwriters an opinion letter with regards to such matters as Exhibit A;the Representatives shall reasonably require. In addition, the Company shall have requested and caused to be furnished opinion letters in a form reasonably satisfactory to the Representatives by (i) McGuireWoods LLP, with respect to certain matters of California, Florida, Georgia and Virginia law, (ii) Xxxxx Xxxxx L.L.P., with respect to certain matters of Texas law, (iii) Xxxxx Xxxxx Xxxxxxxx & XxXxxxxxx PC, with respect to certain matters of Utah law, (iv) McAfee & Xxxx, with respect to certain matters of Oklahoma law, (v) Bass, Xxxxx & Xxxx PLC, with respect to certain matters of Tennessee law (which opinion may be included in the opinion described above), (vi) Haynsworth Xxxxxxx Xxxx, P.A., with respect to certain matters of South Carolina law, and (vii) Xxxxxxxx Xxxxxx Xxxx Xxxxx, P.A., with respect to certain matters of Idaho law, or, in any such case, from such other counsel acceptable to the Representatives. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters, such opinion letter and advice letter, each dated the Closing Date and addressed to the Underwriters, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package and the Prospectus (as amended or supplemented at the Closing Date) and other related matters as the Underwriters may reasonably require; and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriters a certificate of the Company, signed by (x) the chairman, chief executive officer, president or vice president and (y) the chief financial officer, treasurer or principal financial or accounting officer of the Company, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer signers of such certificate has have carefully examined the Registration StatementDisclosure Package and the Prospectus, any amendment or supplement to the Pricing Disclosure Package, Package or the Final Prospectus and this Agreement and that: (1i) The the representations and warranties of CUSA the Company and the Guarantors in this Agreement are true and correct in all material respects on (except to the extent already qualified by materiality, in which case such representations and as of warranties are true and correct in all respects) at the Closing Date with the same effect as if made Applicable Time and on the Closing Date, and CUSA has the Company and the Guarantors have complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3ii) Since since the date of the most recent financial statements included or incorporated by reference in each of the Final ProspectusDisclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise) ), business or results of CUSA operations of the Company and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by in the Pricing Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (e) At the Applicable Time and at the Closing Date, the Company shall have requested and caused Ernst & Young LLP to furnish to the Underwriters a “comfort” letter, dated as described of the Applicable Time, and a bring-down “comfort letter,” dated as of the Closing Date, respectively, in form and substance reasonably satisfactory to the Representatives, confirming that they are independent registered public accountants within the meaning of the Exchange Act and within the meaning of the rules of the Public Company Accounting Oversight Board and confirming certain matters with respect to the audited and unaudited financial statements and other financial and accounting information contained in the certificateRegistration Statement, the Disclosure Package and the Prospectus, including any amendment or supplement thereto at the date of the applicable letter. (f) The Guarantor shall have furnished Subsequent to the Underwriters or the RepresentativesApplicable Time or, as the case may be, a certificate, dated the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, to the effect that the signer of such certificate has carefully examined the Registration Statementif earlier, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and dates as of which information is given in the Closing Date with the same effect as if made on the Closing Date, Disclosure Package and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed Prospectus (exclusive of any amendment or satisfied at or prior to the Closing Date; (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose supplement thereto), there shall not have been instituted and are pending or, to his any change or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change development in the condition (financial or otherwise) ), business or results of the Guarantor operations of Holdings and its consolidated subsidiaries, taken as a whole, nor any material increase in and after giving effect to the debt of the Guarantor and its consolidated subsidiariesTransaction, except as set forth in or contemplated by in the Pricing Disclosure Package and the Final Prospectus (exclusive of any amendment or as described supplement thereto), the effect of which is, or would reasonably be expected to become, in the certificate. (g) The Underwriters or the Representativesjudgment of X.X. Xxxxxx, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement so material and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so adverse as to make it impractical or inadvisable to proceed with the public offering offering, sale or the delivery of the Designated Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (g) At the Closing Date, the Company, the Guarantors and the Trustee shall have entered into the Indenture, and the Representatives shall have received counterparts, conformed as contemplated executed, thereof. (h) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of the Securities by any “nationally recognized statistical rating organization,” as such term is 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) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request, as set forth in the closing memorandum relating to the offering of the Securities. (j) Prior to the Closing Date, the Company shall have taken all action reasonably required to be taken by it to have the Securities declared eligible for clearance and settlement through DTC. (k) At the Closing Date, the Underwriters, the Trustee and the First Lien Collateral Agent shall have received the Additional First Lien Secured Party Consent, the Additional Intercreditor Agreement and each other document or instrument required to cause the Securities to be secured by liens on the Collateral to the extent and in the manner provided for in the Indenture and the Security Documents and as described in the Registration Statement, the Disclosure Package and the Prospectus, in each case executed by the Final Prospectusparties thereto. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. The documents required to be delivered by this Section 6 will be available for inspection at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the Business Day prior to the Closing Date.

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Designated Securities shall Certificates will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained herein as Depositor herein, to the accuracy of the date hereof and statements of officers of the Closing DateDepositor made pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Depositor of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No The Prospectus and any supplements thereto shall have been filed with the Commission in accordance with the Rules and Regulations and Section 7(a) hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as or, to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement Depositor or you, shall have been issued be contemplated by the Commission;Commission or by any authority administering any state securities or blue sky law. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at On or prior to the Closing Date; (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose , you shall have been instituted and are pending orreceived a letter, to his or her knowledge, threatened dated as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of KPMG LLP, certified public accountants, substantially in the Guarantor, signed by one or more officers form of the Guarantor, drafts to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus which you have previously agreed and this Agreement otherwise in form and that: (1) The representations of the Guarantor in this Agreement are true substance satisfactory to you and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificateyour counsel. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (ic) Subsequent to the date hereofexecution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have occurred (i) any change, change or any development involving a prospective change, change in or affecting particularly the business or properties of CUSAthe Trust, the Guarantor and their respective subsidiaries considered as a whole which Depositor, the Underwriters Company, DaimlerChrysler Corporation or the Representatives, as the case may be, concludeDaimlerChrysler AG which, in their judgment, after consultation with CUSA and the Guarantorjudgment of the Underwriters, materially impairs the investment quality of the Designated Securities so as Certificates or makes it impractical or inadvisable to make market the Certificates; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of DaimlerChrysler AG, DaimlerChrysler North America Holding Corporation or the Depositor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency or any change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or any change makes it impractical or inadvisable to proceed with completion of the public offering sale of and payment for the Certificates or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (d) You shall have received an opinion of in-house counsel in the office of the General Counsel of DCFS and the Company, addressed to you and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) DCFS has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under this Agreement, the Note Underwriting Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, and the Administration Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and service the Receivables. (ii) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it and to enter into and perform its obligations under the Trust Agreement and the Purchase Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and hold the excess cash flow from the Reserve Account and the Fixed Value Payments. (iii) Each of DCFS and the Company is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would render any Receivable unenforceable by the Depositor, the Owner Trustee or the Indenture Trustee. (iv) The direction by the Depositor to the Owner Trustee to authenticate the Certificates has been duly authorized by the Depositor and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered and paid for pursuant to this Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (v) The direction by the Depositor to the Indenture Trustee to authenticate the Notes has been duly authorized by the Depositor and, when the Notes have been duly executed and delivered by the Owner Trustee and when authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for pursuant to the Note Underwriting Agreement, the Notes will be duly issued and entitled to the benefits and security afforded by the Indenture, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (vi) The Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Administration Agreement have been duly authorized, executed and delivered by DCFS, and are legal, valid and binding obligations of DCFS enforceable against DCFS in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vii) This Agreement and the Note Underwriting Agreement have been duly authorized, executed and delivered by DCFS. (viii) The Purchase Agreement and the Trust Agreement have been duly authorized, executed and delivered by the Company and are the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (ix) Neither the transfer of the Receivables from the Depositor to the Trust, nor the assignment of the Owner Trust Estate to the Trust, nor the grant of the security interest in the Collateral to the Indenture Trustee pursuant to the Indenture, nor the execution and delivery of this Agreement, the Note Underwriting Agreement, the Purchase Agreement, the Trust Agreement, the Administration Agreement, or the Sale and Servicing Agreement by DCFS, nor the execution and delivery of the Designated Securities Trust Agreement and the Purchase Agreement by the Company, nor the consummation of any transactions contemplated in this Agreement, the Note Underwriting Agreement, the Purchase Agreement, the Trust Agreement, the Indenture, the Administration Agreement or the Sale and Servicing Agreement (such agreements, excluding this Agreement and the Note Underwriting Agreement, being, collectively, the "Basic Documents"), nor the fulfillment of the terms thereof by DCFS, the Company or the Trust, as the case may be, will conflict with, or result in a material breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of organization or operating agreement of DCFS or the Company, or of any indenture or other material agreement or material instrument to which DCFS or the Company is a party or by which either of them is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to DCFS or the Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over either of them. (x) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge after due inquiry, threatened before any court, administrative agency or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Final ProspectusBasic Documents or the execution and delivery thereof, (3) that might materially and adversely affect the performance by DCFS of its obligations under, or the validity or enforceability of, this Agreement, the Note Underwriting Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, or the Administration Agreement, or (4) that might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Purchase Agreement or the Trust Agreement. (xi) To the best knowledge of such counsel and except as set forth in the Prospectus (and any supplement thereto), no default exists and no event has occurred which, with notice, lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any material agreement to which the Depositor or the Company is a party or by which either of them is bound, which default has or would have a material adverse effect on the financial condition, earnings, prospects, business or properties of the Depositor and its subsidiaries, taken as a whole. (xii) Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of (x) the Company contained in the Purchase Agreement and the Trust Agreement are other than as stated therein or (y) DCFS contained in this Agreement, the Note Underwriting Agreement, the Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement are other than as stated therein. (xiii) The Depositor is the sole owner of all right, title and interest in, and has good and marketable title to, the Receivables and the other property to be transferred by it

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter to purchase and pay for its allotment of the Underwriters Certificates subject to purchase the Designated Securities shall this Agreement will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained herein Depositor as of the date hereof and the Closing Specified Delivery Date, to the accuracy of the statements of the Depositor made pursuant to the provisions thereof, to the performance by CUSA and the Guarantor Depositor in all material respects of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No the Underwriters shall have received from Xxxxxx Xxxxxxxx LLP, certified public accountants, letters dated the date of the Prospectus Supplement and the date of any preliminary version of the Prospectus Supplement delivered to prospective investors in the Certificates (a "Preliminary Prospectus Supplement" and, together with the accompanying form of the Base Prospectus, a "Preliminary Prospectus"), respectively, and satisfactory in form and substance to you, as the Representative, and your counsel, stating in effect that, using the assumptions and methodology used by the Depositor, all of which shall be described in such letters, they have recalculated such numbers and percentages set forth in the Prospectus Supplement and any Preliminary Prospectus Supplement as you, as the Representative, may reasonably request and as are agreed to by Xxxxxx Xxxxxxxx LLP, compared the results of their calculations to the corresponding items in the Prospectus Supplement and any Preliminary Prospectus Supplement, respectively, and found each such number and percentage set forth in the Prospectus Supplement and any Preliminary Prospectus Supplement, respectively, to be in agreement with the results of such calculations; (b) all actions required to be taken and all filings required to be made by the Depositor under the Act prior to the Specified Delivery Date shall have been duly taken or made; and prior to the Specified Delivery Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending instituted, or threatened as to the knowledge of the Closing Date and no notice objecting to the use of the Registration Statement Depositor or any Underwriter, shall have been issued be contemplated by the Commission; (bc) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPunless otherwise specified in Schedule II, the Certificates subject to this Agreement and offered by means of the Registration Statement shall be rated the ratings specified in Schedule II, and shall not have been lowered or placed on any credit watch with a negative implication for downgrade; (d) the Underwriters shall have received a certificate or certificates signed by one or more duly authorized officers of the Depositor, dated the Specified Delivery Date, in substantially the same forms as Exhibit A and Exhibit B, respectively, attached hereto; (e) the Underwriters shall have received with respect to the Depositor a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than 10 days prior to the Specified Delivery Date; (f) the Underwriters shall have received an opinion from in-house counsel to the Depositor, dated the Specified Delivery Date, in substantially the same form as Exhibit C attached hereto; (g) the Underwriters shall have received an opinion from Sidley Xxxxxx Xxxxx & Xxxx, special counsel for CUSA and the GuarantorDepositor, dated the Specified Delivery Date, in substantially the same form as Exhibit D attached hereto; (h) the Underwriters shall have furnished received copies of all other opinions rendered by Sidley Xxxxxx Xxxxx & Xxxx, as special counsel for the Depositor, to the Rating Agencies in connection with the issuance of the Certificates, and each such opinion shall be addressed to the Underwriters or accompanied by a letter signed by Sidley Xxxxxx Xxxxx & Xxxx stating that the RepresentativesUnderwriters may rely on such opinion as if it were addressed to them as of date thereof; (i) the Underwriters shall have received from Sidley Xxxxxx Xxxxx & Wood, as special counsel to the case may beDepositor, their opiniona letter, dated the Closing Specified Delivery Date, substantially in the same form attached hereto as Exhibit AE attached hereto, regarding certain information in the Registration Statement and the Prospectus; (cj) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, the Underwriters shall have received, with respect to each of the Master Servicer, the Special Servicer and the Trustee, a favorable opinion of counsel, dated the Specified Delivery Date, addressing: the valid existence of such party under the laws of its jurisdiction of organization; the due authorization, execution and delivery of the Pooling and Servicing Agreement by such party; the enforceability of the Pooling and Servicing Agreement against such party, subject to such limitations as are reasonably acceptable to you, as the Representative; and such other matters as you, as the Representative, may reasonably request. Counsel rendering each such opinion may express its reliance as to factual matters on representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to the Pooling and Servicing Agreement and on certificates furnished by public officials and, further, may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the party on behalf of which such opinion is being rendered. Each such opinion need cover only the laws of the State of New York, the laws of the jurisdiction of organization for the party on behalf of which such opinion is being rendered and the federal law of the United States; (k) the Underwriters shall have received such other documents, certificates and opinions regarding the Master Servicer, the Special Servicer and the Trustee as you, as the Representative, may reasonably request; (l) the Underwriters shall have been furnished with all documents, certificates and opinions required to be delivered by each Mortgage Loan Seller in connection with its sale of Mortgage Loans to the Depositor, pursuant to the related Mortgage Loan Purchase Agreement. The Underwriters shall be entitled to rely on each such certificate executed and delivered by a Mortgage Loan Seller or any of its officers and representatives, to the same extent that the Depositor may so rely, and each such opinion addressed to the Depositor shall also be addressed to the Underwriters or shall be accompanied by a letter signed by the Representatives, counsel that rendered such opinion stating that the Underwriters may rely on such opinion as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit Bif it were addressed to them; (dm) The Underwriters or the Representatives, as the case may be, Mortgage Loan Sellers shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for sold the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished Mortgage Loans to the Underwriters or the RepresentativesDepositor, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, pursuant to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statementrespective Mortgage Loan Purchase Agreements; and (3n) Since all proceedings in connection with the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or transactions contemplated by the Pricing Disclosure Package this Agreement and the Final Prospectus or as described all documents incident hereto shall be reasonably satisfactory in the certificate. (f) The Guarantor shall have furnished form and substance to the Underwriters or the Representativesyou, as the case may beRepresentative, a certificate, dated the Closing Date, of the Guarantor, signed by one or more officers of the Guarantor, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Dateyour counsel, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (g) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior to the Closing Date, CUSA and the Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, such further additional information, certificates and documents as they may reasonably request. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representativesyou, as the case Representative, may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectushave reasonably requested.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor BANA contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and BANA shall have delivered to you a certificate of BANA, signed by an authorized officer of BANA and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of BANA in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) BANA 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to XXXX, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor, a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of XXXX, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of BANA, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of BANA) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of BANA under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of BANA) of the articles of association and by-laws of BANA, as in effect on the Closing Date, and of the resolutions of BANA and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to XXXX, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Reports and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee and the Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Certificate Administrator and Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Master Servicer, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting information relating to the use of Master Servicer under the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Master Servicer” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Special Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (p) You shall have received from an officer of the Third Party Purchaser, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Third Party Purchaser under the heading “Credit Risk Retention—Third Party Purchaser” in the Prospectus, is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Third Party Purchaser, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the Guarantor case of Basis, Basis Investment) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of each Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the General Master Xxxxxxxx, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the General Special Servicer under the heading “Transaction Parties—The Special Servicers—C-III Asset Management LLC” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the NCB Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Servicer under the headings “Transaction Parties—The Master Servicers—National Cooperative Bank, N.A.” and “Transaction Parties—The Special Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (r) You shall have received from counsel for each Mortgage Loan Seller, the General Master Servicer, the General Special Servicer, the NCB Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (t) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iu) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Underwritten Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA and the Guarantor Depositor contained herein as of the date hereof and 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; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; and the Guarantor of their obligations hereunder and to (iv) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use of Depositor’s knowledge, threatened; and the Registration Statement Prospectus Supplement and each Issuer Free Writing Prospectus shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Underwritten Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (fd) The Guarantor You shall have furnished received (i) with respect to Xxxxx Fargo Bank, a certificate of the Office of the Comptroller of the Currency and (ii) with respect to the Underwriters Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have received from the Secretary or an Assistant Secretary of the RepresentativesDepositor, as the case may bein his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel or special counsel for the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth in the Preliminary FWP and Prospectus Supplement under the captions “Summary”, “Description of the Mortgage Pool” and “Yield and Maturity Considerations” and on Annexes A-1, A-2 and A-3 to each of the Prospectus Supplement and the Preliminary FWP and in the Pre-Pricing FWP and the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in an agreed upon sampling of the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Underwritten Certificates on the Closing Date are as described in Section 1(a)(xv) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are Supplement is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Custodian” in the Final Prospectus, there has been no Prospectus Supplement is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the General Master Xxxxxxxx, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus Supplement is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the General Special Servicer under the heading “Transaction Parties—The Special Servicers—Midland Loan Services, a Division of PNC Bank, National Association” in the Prospectus Supplement, is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the NCB Master Servicer and Co-op Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Master Servicer and Co-op Special Servicer under the headings “Transaction Parties—The Master Servicers—NCB, FSB” and “Transaction Parties—The Special Servicers—NCB, FSB” in the Prospectus Supplement, is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Primary Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Primary Servicer under the heading “Transaction Parties—Additional Primary Servicer” in the Prospectus Supplement, is true and correct in all material respects. (q) You shall have received from the Secretary or an Assistant Secretary of the Trust Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Trust Advisor under the heading “Transaction Parties—The Trust Advisor” in the Prospectus Supplement, is true and correct in all material respects. (r) You shall have received from counsel for each Mortgage Loan Seller, the General Master Servicer, the General Special Servicer, the NCB Master Servicer and Co-op Special Servicer, the Primary Servicer, the Trustee, the Certificate Administrator and the Guarantor shall have furnished Trust Advisor, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Underwritten Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (t) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably request. (i) Subsequent to requested. If any of the date hereof, there conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone or telegraph confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the Guarantor case of BSP, FBSPRT) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from the Accounting Firms copies of the Accountants’ Due Diligence Reports and from Deloitte letters satisfactory in form and substance to you and counsel for the Underwriters, to the effect that Deloitte has performed certain specified procedures as a result of which it has determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes X-0, X-0 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the respective compilations of information and data regarding the Mortgage Loans prepared by or on behalf of the Mortgage Loan Sellers and provided to Deloitte (such compilations, the “Master Tapes”), unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the Guarantor case of Basis, Basis Investment) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of each Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (s) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (it) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Underwritten Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA and the Guarantor Depositor contained herein as of the date hereof and 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; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; and the Guarantor of their obligations hereunder and to (iv) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use of Depositor’s knowledge, threatened; and the Registration Statement Prospectus Supplement and each Issuer Free Writing Prospectus shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Underwritten Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Wxxxx Fargo Bank shall have delivered to you a certificate of Wxxxx Fargo Bank, signed by an authorized officer of Wxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Wxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Wxxxx Fargo Bank 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; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (fd) The Guarantor You shall have furnished received (i) with respect to Wxxxx Fargo Bank, a certificate of the Office of the Comptroller of the Currency and (ii) with respect to the Underwriters Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have received from the Secretary or an Assistant Secretary of the RepresentativesDepositor, as the case may bein his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Wxxxx Fargo Bank, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Wxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Wxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Wxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Wxxxx Fargo Bank) of the articles of association and by-laws of Wxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Wxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel or special counsel for the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Wxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth in the Preliminary FWP and Prospectus Supplement under the captions “Summary”, “Description of the Mortgage Pool” and “Yield and Maturity Considerations” and on Annexes A-1, A-2 and A-3 to each of the Prospectus Supplement and the Preliminary FWP and in the Pre-Pricing FWP and the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in an agreed upon sampling of the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Underwritten Certificates on the Closing Date are as described in Section 1(a)(xv) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are Supplement is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Custodian” in the Final Prospectus, there has been no Prospectus Supplement is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus Supplement is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus Supplement, is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the Trust Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Trust Advisor under the heading “Transaction Parties—The Trust Advisor” in the Prospectus Supplement, is true and correct in all material respects. (p) You shall have received from counsel for each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Guarantor shall have furnished Trust Advisor, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (q) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Underwritten Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (r) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably request. (i) Subsequent to requested. If any of the date hereof, there conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone or telegraph confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor MSMCH contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and MSMCH shall have delivered to you a certificate of MSMCH, signed by an authorized officer of MSMCH and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of MSMCH in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) MSMCH 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;. (2d) No stop order suspending You shall have received (i) with respect to MSMCH, a good standing certificate from the effectiveness Secretary of State of the Registration Statement has been issued State of New York and no proceedings for that purpose (ii) with respect to the Depositor, a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of MSMCH, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of MSMCH, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of MSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of MSMCH under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of MSMCH) of the articles of organization and operating agreement of MSMCH, as in effect on the Closing Date, and of the resolutions of MSMCH and any required member consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to MSMCH, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the General Master Xxxxxxxx, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives.correct in all material respects. - 27 - (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the NCB Master Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the NCB Master Servicer under the heading “Transaction Parties—The Master Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Special Servicer under the heading “Transaction Parties—The Special Servicers—LNR Partners, LLC” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the NCB Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Special Servicer under the heading “Transaction Parties—The Special Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (q) You shall have received from the Secretary or an Assistant Secretary of the Outside Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Outside Special Servicer under the heading “Transaction Parties—The Special Servicers—The Benchmark 2020-B16 Special Servicer and BANK 2020-BNK25 Special Servicer” in the Prospectus is true and correct in all material respects. (r) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (s) You shall have received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (t) You shall have received from counsel for each Mortgage Loan Seller, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (u) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (v) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iw) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Designated Securities shall Offered Notes will be subject to the accuracy of the representations and warranties on the part of CUSA and the Guarantor contained Bank herein as of on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Bank made pursuant to the provisions hereof, to the performance by CUSA and the Guarantor Bank of their its obligations hereunder and to the following additional conditionsconditions precedent: (a) No On or prior to the date hereof, the Representative shall have received a letter (a “Procedures Letter”), dated the date of this Agreement of PricewaterhouseCoopers LLP verifying the accuracy of such financial and statistical data contained in the Preliminary Prospectus and the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming the Procedures Letter and providing additional comfort on such new data. (b) The Prospectus shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; the Bank shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting to the use of the Registration Statement shall have been issued by the Commission; (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for CUSA and the Guarantor, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A;threatened. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, shall have furnished Subsequent to the Underwriters execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the Representativesbusiness or properties of the Bank or JPMorgan Chase & Co. which, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit B;reasonable judgment of the Representative, materially impairs the investment quality of the Offered Notes or makes it impractical to market the Offered Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank or JPMorgan Chase & Co. on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Offered Notes. (d) The Underwriters or the Representatives, as the case may be, Representative shall have received from Xxxxxx Xxxxxxxx Xxxxx opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for to the UnderwritersBank, and Xxxxxxxx, Xxxxxx & Finger, P.A., special counsel to the Trust, and such opinion and letter, dated other counsel otherwise reasonably acceptable to the Closing DateRepresentative, with respect to such matters as such Underwriters or Representatives may reasonably require;are customary for the type of transaction contemplated by this Agreement. (e) CUSA The Representative shall have received an opinion or opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and substance to the Representative, with respect to certain matters relating to the treatment of the transfer of the Receivables from the Bank to the Trust by the Federal Deposit Insurance Corporation and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, an opinion of Porter, Wright, Xxxxxx & Xxxxxx LLP, special Ohio counsel to the Bank, with respect to the perfection of the Trust’s interest in the Receivables and an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special counsel to the Bank, with respect to the perfection of the Indenture Trustee’s interest in the Receivables. (f) The Representative shall have received from Xxxxxxx Xxxxxxxx & Xxxx LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to the validity of the Offered Notes, the Registration Statement, the Prospectus and other related matters as the Representative may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the Underwriters purpose of enabling them to pass upon such matters. (g) The Representative shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the Representativesqualifications set forth therein, the statements made in the Preliminary Prospectus and the Prospectus under the caption “Material Federal Income Tax Consequences,” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the case may beUnited States federal income tax matters described therein. (h) The Representative shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (i) The Notes shall have been rated “Aaa” by Xxxxx’x and “AAA” by Fitch. The Certificates shall have been rated “A2” by Xxxxx’x and “AA-” by Fitch. (j) The Representative shall have received a certificate, dated the Closing Date, of CUSAan attorney-in-fact, signed by one a Vice President or more officers senior officer of CUSAthe Bank in which such person, to the effect best of his or her knowledge after reasonable investigation, shall state that (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Bank in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and CUSA (ii) the Bank 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; , (2iii) No the representations and warranties of the Bank, as Depositor and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and or are pending orthreatened by the Commission, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting (v) subsequent to the use Time of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final ProspectusSale, there has been no material adverse change in the condition (financial position or otherwise) results of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in operation of the debt of CUSA and its consolidated subsidiaries, Bank’s automotive finance business except as set forth in or contemplated by the Pricing Disclosure Package Time of Sale Information and the Final Prospectus or as described in such certificate and (vi) the certificateProspectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (fk) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated On the Closing Date, $26,460,000 aggregate amount of the Guarantor, signed by one or more officers of the Guarantor, Certificates shall have been issued and sold pursuant to the effect that the signer of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that:Certificate Underwriting Agreement. (1l) The representations of the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on On the Closing Date, and the Guarantor has complied with all Class R Certificates shall have been issued to or at the agreements and satisfied all direction of the conditions on its part to be performed or satisfied at or prior Bank pursuant to the Closing Date; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificateTrust Agreement. (gm) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP letters, dated (1) the date of the Underwriting Agreement and (2) On the Closing Date, which letters the Class A-1 Notes shall be in form as may be agreed upon among such Underwriters have been duly executed by the Owner Trustee on behalf of the Trust, duly authenticated by the Indenture Trustee and delivered to or Representatives, at the Guarantor, CUSA and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (h) Prior direction of the Bank pursuant to the Closing DateIndenture. The Bank will furnish the Representative, CUSA and or cause the Guarantor shall have furnished Representative to the Underwriters or the Representativesbe furnished, as the case may bewith such number of conformed copies of such opinions, such further informationcertificates, certificates letters and documents as they may the Representative reasonably requestrequests. (i) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of CUSA, the Guarantor and their respective subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectus.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Barclays Holdings contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and (a) in the Guarantor case of Barclays, Barclays Holdings to the same extent as Barclays and (b) in the case of SGFC, Société Générale to the same extent as SGFC) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Barclays Holdings shall have delivered to you a certificate of Barclays Holdings, signed by an authorized officer of Barclays Holdings and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Barclays Holdings in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Barclays Holdings 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; (2) 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 or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (fd) The Guarantor You shall have furnished received with respect to Barclays Holdings and the Depositor a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Underwriters Closing Date. (e) (i) You shall have received from the Secretary or an Assistant Secretary of the RepresentativesDepositor, as the case may bein their individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of formation and limited liability company agreement of the Depositor, as in effect on the Closing Date, and (ii) you shall have received from the Secretary or an Assistant Secretary of Barclays Holdings, in their individual capacity, a certificate, dated the Closing Date, to the effect that: (A) each individual who, as an officer or representative of Barclays Holdings, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (B) no event (including, without limitation, any act or omission on the part of Barclays Holdings) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Barclays Holdings 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 Barclays Holdings) of the certificate of incorporation, by-laws or similar organizational documents of Barclays Holdings, as in effect on the Closing Date, and of the resolutions of Barclays Holdings. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Barclays Holdings, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in their individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Certificate Administrator and Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in their individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued heading “Transaction Parties—The Certificate Administrator and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included Trustee” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Master Servicer, in their individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Special Servicer, in their individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Primary Servicer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Primary Servicer under the heading “Transaction Parties—The Primary Servicer” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the Affiliated Special Servicer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Affiliated Special Servicer under the heading “Transaction Parties—The Affiliated Special Servicer” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Third Party Purchaser, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Third Party Purchaser under the heading “Credit Risk Retention—The Third Party Purchaser” in the Prospectus is true and correct in all material respects. (r) You shall have received from an officer of the Operating Advisor, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (s) You shall have received from an officer of the Asset Representations Reviewer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (t) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Third Party Purchaser, the Master Servicer, the Special Servicer, the Primary Servicer, the Affiliated Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (u) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (v) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iw) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor BANA contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and the Guarantor each Mortgage Loan Seller of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and BANA shall have delivered to you a certificate of BANA, signed by an authorized officer of BANA and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of BANA in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) BANA 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to BANA, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor, a good standing certificate from the Secretary of State of the State of Delaware, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor 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 Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of BANA, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of BANA, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of BANA) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of BANA under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of BANA) of the articles of association and by-laws of BANA, as in effect on the Closing Date, and of the resolutions of BANA and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to BANA, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Reports and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes X-0, X-0 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the General Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the General Special Servicer under the heading “Transaction Parties—The Special Servicers— LNR Partners, LLC” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the NCB Master Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Master Servicer under the heading “Transaction Parties—The Master Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the NCB Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Special Servicer under the heading “Transaction Parties—The Special Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (r) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (s) You shall have received from an officer of the Outside Custodian, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Outside Custodian under the heading “Transaction Parties—The Outside Custodian” in the Prospectus is true and correct in all material respects. (t) You shall have received from an officer of the Excluded Special Servicer, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Excluded Special Servicer under the heading “Transaction Parties—The Special Servicers—The BXP Trust 2021-601L Special Servicer, the CAMB 2021-CX2 Special Servicer and the Guarantor Marketplace at the Outlets Special Servicer” in the Prospectus is true and correct in all material respects. (u) You shall have furnished received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Excluded Special Servicer, the Outside Custodian, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (v) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (w) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (ix) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the Guarantor case of Barclays, BCHI, to the same extent as Barclays) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (e) (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from an officer of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from an officer of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersan officer of the Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from an officer of the Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have received from an officer of the Primary Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Primary Servicer under the heading “Transaction Parties—The UBS AG, New York Branch Mortgage Loan Primary Servicer” in the Prospectus is true and correct in all material respects. (r) You shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Primary Servicer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Guarantor shall have furnished Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (t) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iu) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.

Conditions to the Obligations of the Underwriters. The obligations obligation of each Underwriter hereunder to purchase its allocated share of the Underwriters to purchase the Designated Securities Registered Certificates shall be subject to to: (i) the accuracy of the representations and warranties on the part of CUSA the Depositor and the Guarantor Xxxxx Fargo Bank contained herein as of the date hereof and 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 or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by CUSA the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the Guarantor case of Basis, Basis Investment) of their respective obligations hereunder under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and to (v) the following additional conditions: (a) No 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 have been issued and not withdrawn and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date and no notice objecting or, to the use Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of the Registration Statement Sale Information shall have been issued filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Commission;1933 Act, as applicable. (b) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, You shall have received from counsel for CUSA and the GuarantorUnderwriters, shall have furnished to the Underwriters or the Representatives, as the case may be, their a favorable opinion, dated the Closing Date, substantially in as to such matters regarding the form attached hereto Registered Certificates as Exhibit A;you may reasonably request. (c) Xxxxxx Xxxxx & Bockius LLP, counsel for CUSA, The Depositor shall have furnished delivered to you a certificate of the Underwriters or Depositor, signed by an authorized officer of the Representatives, as the case may be, their opinion, Depositor and dated the Closing Date, substantially in the form attached hereto as Exhibit B; (d) The Underwriters or the Representatives, as the case may be, shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, such opinion and letter, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (e) CUSA shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of CUSA, signed by one or more officers of CUSA, to the effect that that: (i) the signer representations and warranties of such certificate has carefully examined the Registration Statement, the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of CUSA Depositor in this Agreement are true and correct in all material respects on at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the Depositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required hereby to be performed or satisfied at or prior to the Closing Date; and Xxxxx Fargo Bank shall have delivered to you a certificate of Xxxxx Fargo Bank, signed by an authorized officer of Xxxxx Fargo Bank and CUSA has dated the Closing Date, to the effect that: (i) the representations and warranties of Xxxxx Fargo Bank in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) Xxxxx Fargo Bank 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;. (2d) No stop order suspending the effectiveness You shall have received (i) with respect to Xxxxx Fargo Bank, a certificate of the Registration Statement has been issued Office of the Comptroller of the Currency and no proceedings for that purpose (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of North Carolina, each dated not earlier than 30 days prior to the Closing Date. (i) You shall have been instituted and are pending orreceived from the Secretary or an Assistant Secretary of the Depositor, to in his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included in the Final Prospectus, there has been no material adverse change in the condition (financial or otherwise) of CUSA and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of CUSA and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificate. (f) The Guarantor shall have furnished to the Underwriters or the Representatives, as the case may beindividual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the GuarantorDepositor, signed this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good standing of the Depositor under the laws of the State of North Carolina. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of Xxxxx Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of Xxxxx Fargo Bank, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, 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 (y) no event (including, without limitation, any act or omission on the part of Xxxxx Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of Xxxxx Fargo Bank under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of Xxxxx Fargo Bank) of the articles of association and by-laws of Xxxxx Fargo Bank, as in effect on the Closing Date, and of the resolutions of Xxxxx Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more officers favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (g) You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the GuarantorTime of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to you. (h) You shall have received from in-house counsel to Xxxxx Fargo Bank, one or more favorable opinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters. (i) You shall have received from a third party accounting firm a copy of each Accountants’ Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the following effect: (i) they have performed certain specified procedures as a result of which they have determined that the information of an accounting, financial or statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”, (B) on Annexes X-0, X-0 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (j) You shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates on the Closing Date are as described in Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes in such ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the signer of such certificate has carefully examined information under the Registration Statement, heading “Transaction Parties—The Trustee” in the Pricing Disclosure Package, the Final Prospectus and this Agreement and that: (1) The representations of the Guarantor in this Agreement are is true and correct in all material respects on and as respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Closing Date with the same effect as if made on Certificate Administrator, in his individual capacity, a certificate, dated the Closing Date, and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending effect that the effectiveness of information under the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date and the Commission has not issued any notice objecting to the use of the Registration Statement; and (3) Since the date of the most recent financial statements included heading “Transaction Parties—The Certificate Administrator” in the Final Prospectus, there has been no Prospectus is true and correct in all material adverse change in the condition (financial or otherwise) of the Guarantor and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of the Guarantor and its consolidated subsidiaries, except as set forth in or contemplated by the Pricing Disclosure Package and the Final Prospectus or as described in the certificaterespects. (gm) The Underwriters or the Representatives, as the case may be, You shall have received from PricewaterhouseCoopers LLP lettersthe Secretary or an Assistant Secretary of the General Master Servicer, in his individual capacity, a certificate, dated (1) the date of the Underwriting Agreement and (2) the Closing Date, which letters shall be to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—Xxxxx Fargo Bank, National Association” in form as may be agreed upon among such Underwriters or Representatives, the Guarantor, CUSA Prospectus is true and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representativescorrect in all material respects. (hn) Prior to You shall have received from the Secretary or an Assistant Secretary of the General Special Servicer, in his individual capacity, a certificate, dated the Closing Date, CUSA to the effect that the information relating to the General Special Servicer under the heading “Transaction Parties—The Special Servicers—Rialto Capital Advisors, LLC” in the Prospectus is true and correct in all material respects. (o) You shall have received from the Secretary or an Assistant Secretary of the NCB Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Servicer under the headings “Transaction Parties—The Master Servicers—National Cooperative Bank, N.A.” and “Transaction Parties—The Special Servicers—National Cooperative Bank, N.A.” in the Prospectus is true and correct in all material respects. (p) You shall have received from the Secretary or an Assistant Secretary of the Operating Advisor, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The Operating Advisor and the Guarantor Asset Representations Reviewer” in the Prospectus is true and correct in all material respects. (q) You shall have furnished received from the Secretary or an Assistant Secretary of the Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction Parties—The Operating Advisor and the Asset Representations Reviewer” in the Prospectus, is true and correct in all material respects. (r) You shall have received from counsel for each Mortgage Loan Seller, the General Master Servicer, the General Special Servicer, the NCB Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters or and counsel for the RepresentativesUnderwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, as supplied to the case may beDepositor for posting on its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any other matters related thereto. Any such further opinions shall be dated the Closing Date and addressed to the Underwriters. (t) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional information, certificates and documents as you or they may have reasonably requestrequested. (iu) Subsequent The Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the date hereof, there satisfaction of the Underwriters. If any of the conditions specified in this Section 6 shall not have occurred been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any changecovenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any development involving a prospective change, in or affecting the business or properties of CUSAtime prior to, the Guarantor and their respective subsidiaries considered as a whole which Closing Date by you. Notice of such cancellation shall be given to the Underwriters Depositor in writing, or the Representatives, as the case may be, conclude, by telephone confirmed in their judgment, after consultation with CUSA and the Guarantor, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Final Prospectuswriting.