Common use of Obligations Solely Contractual in Nature; No Fiduciary Relationship Clause in Contracts

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank and the several Underwriters. Very truly yours, WXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC. By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SECURITIES, LLC By: Name: Title: RBS SECURITIES INC. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Underwriting Agreement, dated the date hereof. Certificates: WFRBS Commercial Mortgage Trust 2012-C8, Commercial Mortgage Pass-Through Certificates, Series 2012-C8 (1) Expressed as a percentage of the aggregate Certificate Principal Balance of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 to but not including the Closing Date.

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank RBS and the several Underwriters. Very truly yours, WXXXX FARGO RBS COMMERCIAL MORTGAGE SECURITIES, FUNDING INC. By: Name: Title: WXXXX FARGO BANKBy: RBS Securities Inc., NATIONAL ASSOCIATION its agent By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX RBS SECURITIES INC. By: Name: Title: XXXXX FARGO SECURITIES, LLC By: Name: Title: RBS DEUTSCHE BANK SECURITIES INC. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Underwriting Agreement, dated the date hereof. Certificates: WFRBS Commercial Mortgage Trust 2012-C8C9, Commercial Mortgage Pass-Through Certificates, Series 2012-C8C9 (1) Expressed as a percentage of the aggregate Certificate Principal Balance of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August October 1, 2012 to but not including the Closing Date.

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Registered Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank [_____] and the several Underwriters. Very truly yours, WXXXX FARGO LMF COMMERCIAL MORTGAGE SECURITIES, INC. LLC By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION [_____] By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SECURITIES, LLC [[______] UNDERWRITER] By: Name: Title: RBS SECURITIES INC. [UNDERWRITER] By: Name: Title: CITIGROUP GLOBAL MARKETS INC. [UNDERWRITER] By: Name: Title: Underwriting Agreement, dated the date hereofas of [DATE]. Certificates: WFRBS Commercial Mortgage Trust 2012[CERTIFICATE CAPTION] Class [A-1] Class [A-2] Class [A-3] Class [A-4] Class [A-C8, Commercial Mortgage PassSB] Class [A-Through Certificates, Series 2012S] [(2)] Class [X-C8A] Class [B] [(2)] Class [C] [(2)] Class [EC] [(2)] Class [D] (1) Expressed as a percentage of the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [DATE] to but not including the Closing Date. (2) The initial Certificate Principal Balances of the Class A-S, B and C Certificates represent the Certificate Principal Balances of such Classes without giving effect to any exchange. The initial Certificate Principal Balance of the Class [EC] Certificates listed is equal to the aggregate of the initial Certificate Principal Balances of the Class A-S, B and C Certificates and represents the maximum Certificate Principal Balance of the Class [EC] Certificates that could be issued in an exchange. The aggregate Certificate Principal Balances of Class A-S, B, C and [EC] Certificates to be purchased by [[______] UNDERWRITER], [UNDERWRITER] and [UNDERWRITER] assume that the initial Certificate Principal Balance of each such Class is as listed in the table.]

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank Société Générale and the several Underwriters. Very truly yours, WXXXX FARGO SG COMMERCIAL MORTGAGE SECURITIES, INC. By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION LLC By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SG AMERICAS SECURITIES, LLC By: Name: Title: RBS SECURITIES INC. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. [_______] By: Name: Title: Underwriting Agreement, dated the date hereof[_______]. Certificates: WFRBS SG Commercial Mortgage Trust 2012-C8[_______], Commercial Mortgage Pass-Through Certificates, Series 2012-C8[_______] Class [__] $[_______] $[_______] [______]% [______]% Class [__] $[_______] $[_______] [______]% [______]% Class [__] $[_______] $[_______] [______]% [______]% Class [__] $[_______] $[_______] [______]% [______]% __________ (1) Expressed as a percentage of the aggregate Certificate Principal Balance of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [_______] to but not including the Closing Date.

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. [Signature pages follow] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank Société Générale and the several Underwriters. Very truly yours, WXXXX FARGO SG COMMERCIAL MORTGAGE SECURITIES, INC. LLC By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION SOCIETE GENERALE By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SG AMERICAS SECURITIES, LLC By: Name: Title: RBS SECURITIES INC. [UNDERWRITER] By: Name: Title: CITIGROUP GLOBAL MARKETS INC. [UNDERWRITER] By: Name: Title: Underwriting Agreement, dated the date hereofas of [DATE]. Certificates: WFRBS Commercial Mortgage Trust 2012-C8[CERTIFICATE CAPTION] Class Initial Aggregate Certificate Principal Balance or Notional Amount of Class Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [SG Americas Securities, Commercial Mortgage LLC] Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [UNDERWRITER] Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [UNDERWRITER] Initial Pass-Through Certificates, Series 2012Rate Purchase Price(1) Class [A-1] Class [A-2] Class [A-3] Class [A-4] Class [A-C8SB] Class [A-S] [(2)] Class [X-A] Class [B] [(2)] Class [C] [(2)] Class [PEX] [(2)] Class [D] (1) Expressed as a percentage of the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [DATE] to but not including the Closing Date. (2) The initial Certificate Principal Balances of the Class A-S, B and C Certificates represent the Certificate Principal Balances of such Classes without giving effect to any exchange. The initial Certificate Principal Balance of the Class PEX Certificates listed is equal to the aggregate of the initial Certificate Principal Balances of the Class A-S, B and C Certificates and represents the maximum Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange. The aggregate Certificate Principal Balances of Class A-S, B, C and PEX Certificates to be purchased by SG Americas Securities, LLC, [UNDERWRITER] and [UNDERWRITER] assume that the initial Certificate Principal Balance of each such Class is as listed in the table.]

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, [Wxxxx Fargo Bank Bank] and the several Underwriters. Very truly yours, [WXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC. .] By: Name: Title: [WXXXX FARGO BANK, NATIONAL ASSOCIATION ASSOCIATION] By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [WXXXX FARGO SECURITIES, LLC LLC] By: Name: Title: RBS SECURITIES INC. [UNDERWRITER] By: Name: Title: CITIGROUP GLOBAL MARKETS INC. [UNDERWRITER] By: Name: Title: Underwriting Agreement, dated the date hereofas of [DATE]. Certificates: WFRBS Commercial Mortgage Trust 2012[CERTIFICATE CAPTION] Class [A-1] Class [A-2] Class [A-3] Class [A-4] Class [A-C8, Commercial Mortgage PassSB] Class [A-Through Certificates, Series 2012S] [(2)] Class [X-C8A] Class [B] [(2)] Class [C] [(2)] Class [PEX] [(2)] Class [D] (1) Expressed as a percentage of the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [DATE] to but not including the Closing Date. (2) The initial Certificate Principal Balances of the Class A-S, B and C Certificates represent the Certificate Principal Balances of such Classes without giving effect to any exchange. The initial Certificate Principal Balance of the Class PEX Certificates listed is equal to the aggregate of the initial Certificate Principal Balances of the Class A-S, B and C Certificates and represents the maximum Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange. The aggregate Certificate Principal Balances of Class A-S, B, C and PEX Certificates to be purchased by Wxxxx Fargo Securities, LLC, [UNDERWRITER] and [UNDERWRITER] assume that the initial Certificate Principal Balance of each such Class is as listed in the table.]

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank [_____] and the several Underwriters. Very truly yours, WXXXX FARGO RIALTO COMMERCIAL MORTGAGE SECURITIES, INC. LLC By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION [_____] By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SECURITIES, LLC [RIALTO UNDERWRITER] By: Name: Title: RBS SECURITIES INC. [UNDERWRITER] By: Name: Title: CITIGROUP GLOBAL MARKETS INC. [UNDERWRITER] By: Name: Title: Underwriting Agreement, dated the date hereofas of [DATE]. Certificates: WFRBS Commercial Mortgage Trust 2012[CERTIFICATE CAPTION] Class [A-1] Class [A-2] Class [A-3] Class [A-4] Class [A-C8, Commercial Mortgage PassSB] Class [A-Through Certificates, Series 2012S] [(2)] Class [X-C8A] Class [B] [(2)] Class [C] [(2)] Class [PEX] [(2)] Class [D] (1) Expressed as a percentage of the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [DATE] to but not including the Closing Date. (2) The initial Certificate Principal Balances of the Class A-S, B and C Certificates represent the Certificate Principal Balances of such Classes without giving effect to any exchange. The initial Certificate Principal Balance of the Class PEX Certificates listed is equal to the aggregate of the initial Certificate Principal Balances of the Class A-S, B and C Certificates and represents the maximum Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange. The aggregate Certificate Principal Balances of Class A-S, B, C and PEX Certificates to be purchased by [RIALTO UNDERWRITER], [UNDERWRITER] and [UNDERWRITER] assume that the initial Certificate Principal Balance of each such Class is as listed in the table.]

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank RBS and the several Underwriters. Very truly yours, WXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC. By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Name Title The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SECURITIES, LLC By: Name: Title: RBS SECURITIES INC. Name Title By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Name Title Underwriting Agreement, dated the date hereof[_______]. Certificates: WFRBS RBS Commercial Mortgage Trust 2012-C8[_______], Commercial Mortgage Pass-Through Certificates, Series 2012-C8[_______] Class [__] $[_______] $[_______] [______]% [______]% Class [__] $[_______] $[_______] [______]% [______]% Class [__] $[_______] $[_______] [______]% [______]% Class [__] $[_______] $[_______] [______]% [______]% ___________________ (1) Expressed as a percentage of the aggregate Certificate Principal Balance of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [_______] to but not including the Closing Date.

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. [Signature pages follow] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank Société Générale and the several Underwriters. Very truly yours, WXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC. By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SECURITIES, LLC By: Name: Title: RBS SECURITIES INC. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Underwriting Agreement, dated the date hereofas of [DATE]. Certificates: WFRBS Commercial Mortgage Trust 2012-C8[CERTIFICATE CAPTION] Class Initial Aggregate Certificate Principal Balance or Notional Amount of Class Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [SG Americas Securities, Commercial Mortgage LLC] Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [UNDERWRITER] Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [UNDERWRITER] Initial Pass-Through Certificates, Series 2012Rate Purchase Price(1) Class [A-1] Class [A-2] Class [A-3] Class [A-4] Class [A-C8SB] Class [A-S] [(2)] Class [X-A] Class [B] [(2)] Class [C] [(2)] Class [PEX] [(2)] Class [D] (1) Expressed as a percentage of the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [DATE] to but not including the Closing Date. (2) The initial Certificate Principal Balances of the Class A-S, B and C Certificates represent the Certificate Principal Balances of such Classes without giving effect to any exchange. The initial Certificate Principal Balance of the Class PEX Certificates listed is equal to the aggregate of the initial Certificate Principal Balances of the Class A-S, B and C Certificates and represents the maximum Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange. The aggregate Certificate Principal Balances of Class A-S, B, C and PEX Certificates to be purchased by SG Americas Securities, LLC, [UNDERWRITER] and [UNDERWRITER] assume that the initial Certificate Principal Balance of each such Class is as listed in the table.]

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Wxxxx Fargo Bank Depositor and the several Underwriters. Very truly yours, WXXXX FARGO NATIXIS COMMERCIAL MORTGAGE SECURITIES, INC. SECURITIES LLC By: Name: Title: WXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WXXXX FARGO SECURITIES, LLC [NATIXIS SECURITIES AMERICAS LLC] By: Name: Title: RBS SECURITIES INC. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. [UNDERWRITER] By: Name: Title: [UNDERWRITER] By: Name: Title: Underwriting Agreement, dated the date hereofas of [DATE]. Certificates: WFRBS Commercial Mortgage Trust 2012[CERTIFICATE CAPTION] Class [A-1] Class [A-2] Class [A-3] Class [A-4] Class [A-C8, Commercial Mortgage PassSB] Class [A-Through Certificates, Series 2012S] [(2)] Class [X-C8A] Class [B] [(2)] Class [C] [(2)] Class [PEX] [(2)] Class [D] (1) Expressed as a percentage of the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the relevant class of Certificates to be purchased. There shall be added to the purchase price for each class of the Certificates accrued interest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from August 1, 2012 [DATE] to but not including the Closing Date. (2) The initial Certificate Principal Balances of the Class A-S, B and C Certificates represent the Certificate Principal Balances of such Classes without giving effect to any exchange. The initial Certificate Principal Balance of the Class PEX Certificates listed is equal to the aggregate of the initial Certificate Principal Balances of the Class A-S, B and C Certificates and represents the maximum Certificate Principal Balance of the Class PEX Certificates that could be issued in an exchange. The aggregate Certificate Principal Balances of Class A-S, B, C and PEX Certificates to be purchased by Natixis Securities Americas LLC, [UNDERWRITER] and [UNDERWRITER] assume that the initial Certificate Principal Balance of each such Class is as listed in the table.]