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

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; and (iv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of the Underwritten Certificates Securities shall be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor Province contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as Date (including the filing of the date the Prospectus Supplement or any supplement thereto is filed with the Commission document incorporated by reference therein) and as of the Closing Date; (ii) , to the accuracy of the statements of the Depositor Province made in any certificates delivered certificate furnished pursuant to the provisions hereof; (iii) , to the performance by the Depositor Province of its obligations hereunder; hereunder and (iv) to the following additional conditions: (a) The Registration Statement shall have become effective and no No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatenedknowledge of the Province or the Representatives shall be contemplated by the SEC; and the Prospectus Supplement and each Issuer Free Writing Final Prospectus shall have been filed with the SEC pursuant to Rule 424 not later than 5:00 P.M., New York City time, on the second business day following the date hereof or transmitted for by a means reasonably calculated to result in filing with the Commission in accordance with Rule 424 under the 1933 Act or, in the case of SEC by such date; and each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the 1933 U.S. Securities Act, shall have been filed with the SEC under the U.S. Securities Act. (b) You ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have received from counsel for furnished to the Representatives, on behalf of the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS shall have delivered to you , a certificate of RBS, signed by an authorized officer of RBS and written opinion dated the Closing Date, Date to the effect that: (i) the representations and warranties of RBS 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 , based on the Closing Date; assumptions and (ii) RBS 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 subject to the Closing Date. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect thatqualifications set forth therein: (i) The Depositor is a corporationall necessary action has been duly taken by or on behalf of the Province, duly incorporated, validly existing and in good standing all necessary approvals and consents required under the laws Applicable Laws have been obtained, to authorize the issuance and sale of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement.Securities; (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements Global Security has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations Province in accordance with the Applicable Laws and rules constitutes a valid and legally binding obligation of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the DepositorProvince, enforceable against the Depositor Province in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of the Underwritten Certificates Firm Securities on the First Closing Date and the Optional Securities on any Optional Closing Date shall be subject to: (i) to the accuracy of the condition that all representations and warranties on the part of the Depositor Company and the Selling Stockholders contained herein were true and correct as of the date hereofExecution Time and, as of the date of the effectiveness of any amendment applicable Closing Date pursuant to Section 3 hereof, are true and correct in all material respects (except to the Registration Statement filed prior extent already qualified by materiality of Material Adverse Effect, in which case, such representations and warranties shall be true and correct in all respects), to the Closing Datecondition that the Company and the Selling Stockholders shall have performed, as in all material respects, all 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 the Depositor of its their respective obligations hereunder; , and (iv) to the following additional conditions: (a) The Registration Statement Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have become effective been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement, as amended from time Statement or any notice objecting to time, its use shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, or threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You The Company shall have received from requested and caused Ropes & ▇▇▇▇ LLP, counsel for the UnderwritersCompany, a favorable opinion, dated to have furnished to the Underwriters on the First Closing Date and the Optional Closing Date, as the case may be, their opinion and negative assurance letter, dated such Closing Date and addressed to such matters regarding the Underwritten Certificates as you may Underwriters, in forms reasonably requestsatisfactory to the Underwriters. (c) The Depositor Company shall have delivered requested and caused ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Company, to you have furnished to the Underwriters on the First Closing Date and the Optional Closing Date, as the case may be, their opinion, dated such Closing Date and addressed to the Underwriters, in forms reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the First Closing Date and the Optional Closing Date, as the case may be, from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, an opinion or opinions, dated such Closing Date and addressed to the Underwriters, in forms reasonably satisfactory to the Underwriters. (e) The respective counsel for each of the Selling Stockholders, as indicated in Schedule II hereto, each shall have furnished to the Underwriters on the First Closing Date and the Optional Closing Date, as the case may be, its written opinion, dated such Closing Date, in forms reasonably satisfactory to the Underwriters. (f) The Company shall have furnished to the Underwriters a certificate of the DepositorCompany, signed by an authorized the Chief Executive Officer and the President, and the principal financial or accounting officer of the Depositor and Company, dated the such Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Prospectus and any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that: : (iA) the representations and warranties of the Depositor Company in this Agreement are true and correct in all material respects at (except to the extent already qualified by materiality or Material Adverse Effect, in which case, such representations and warranties shall be true and correct in all respects) on and as of the Closing Date with the same effect as if made on the Closing Date; Date and (ii) the Depositor Company 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 RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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.; (dB) You shall have received (i) with respect to RBS, a good standing certificate from no stop order suspending the Registrar of Companies for Scotland and (ii) with respect to the Depositor a good standing certificate from the Secretary of State effectiveness of the State of Delaware, each dated not earlier than 30 days prior Registration Statement or any notice objecting to the Closing Date. (i) You shall its use has been issued and no proceedings for that purpose have received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Datebeen instituted or, to the effect that: Company’s knowledge, threatened; and (xC) each individual who, as an officer or representative of the Depositor, 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 most recent financial statements included or incorporated by reference in Section 6(d) hereof which has affected the good standing Disclosure Package and the Prospectus (exclusive 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 RBS Securities (as agent for RBSsupplement thereto), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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) there has been no event (including, without limitation, any act or omission on the part of RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the condition (financial condition or otherwise), prospects, business or properties of the Depositor; for purposes Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the foregoing, such counsel will be permitted to state that he or she has not regarded Disclosure Package and the Prospectus (exclusive of any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedingssupplement thereto). (ivg) Each of this AgreementAt the Execution Time and at each Closing Date, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules Underwriters shall have received a certificate of the State of New York and the United States of America that are normally applicable to transactions Chief Financial Officer of the type contemplated by this AgreementCompany, dated the Pooling and Servicing Agreement and the Mortgage Loan Purchase AgreementsExecution Time or such Closing Date, as applicable, reasonably satisfactory to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the UnderwritersRepresentatives, as to which such counsel may express no opinion; (ii) any recordation the accuracy of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements certain data contained in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, the Disclosure Package and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xih) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You Company shall have also been advised by special counsel requested and caused Ernst & Young LLP to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel furnished to the Underwriters, relating to at the Execution Time of Sale Information and at each Closing Date, letters, dated respectively as of the Execution Time of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the such Closing Date, in form and substance reasonably satisfactory to youthe Underwriters containing statements and information of the type ordinarily included in accountants “comfort letters” to underwriters with respect to the financial statements of the Company and certain financial information of the Company contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (gi) You The Company shall have received from Scottish counsel requested and caused ▇▇▇▇▇ LLP to RBS (have furnished to the Underwriters, at the Execution Time and at each Closing Date, letters, dated respectively as of the Execution Time and as of such Closing Date, in form and substance reasonably satisfactory to the Underwriters containing statements and information of the type ordinarily included in accountants “comfort letters” to underwriters with respect to the financial statements of Skyline Corporation and certain financial information of Skyline Corporation contained in the case Registration Statement, the Preliminary Prospectus and the Prospectus (j) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the following clauses Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (any change or decrease specified in the case of the following clauses letter or letters referred to in paragraphs (ii), (iii)(b), (ivh) and (v)i) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), one earnings, business or more favorable opinionsproperties of the Company and its subsidiaries taken as a whole, dated whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any 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 Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (k) Prior to such Closing Date Date, the Company and the Selling Stockholders shall have furnished to the Underwriters such further customary information, certificates and documents as the Underwriters may reasonably request. (l) The Securities shall have been listed and admitted and authorized for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Underwriters. (m) At the Execution Time, the Company shall have furnished to the Underwriters a letter substantially in the form of Exhibit A hereto from each officer and certain directors of the Company and the stockholders in each case listed on Schedule IV hereto addressed to the Underwriters. (n) 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 you the Underwriters and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, such Closing Date by the Underwriters. Notice of such cancellation shall be given to the effect that: (i) RBS is a public limited company duly organized, validly existing and Company in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS writing or by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization telephone or other requirement of government, judicial or public bodies and authorities of or facsimile confirmed in Scotland is writing. The documents required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated delivered by this Agreement; (b) Based upon such counsel’s review Section 6 shall be delivered at the office of those laws▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, regulations and rules of counsel for the State of New York and Underwriters, at ▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body isClosing Date.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and Barclays Holdings contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and (iva) in the 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 under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (v) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS Barclays Holdings shall have delivered to you a certificate of RBSBarclays Holdings, signed by an authorized officer of RBS Barclays Holdings and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland Barclays Holdings and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his their individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 formation and by-laws limited liability company agreement 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 RBS Securities (as agent for RBS)Barclays Holdings, in his their individual capacity, a certificate, dated the Closing Date, to the effect that: (xA) each individual who, as an officer or representative of RBS Securities (as agent for RBS)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 (yB) no event (including, without limitation, any act or omission on the part of RBSBarclays Holdings) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS Barclays Holdings under the laws of Scotlandthe State of Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)Barclays Holdings) of the certificate of incorporation, resolutions and articles by-laws or similar organizational documents of association of RBSBarclays Holdings, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this AgreementBarclays Holdings. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein their individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Certificate Administrator and Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Certificate Administrator, notarization or in their individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator and Trustee” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the Master Servicer, in their 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 Servicer” in the Prospectus is true and correct in all material respects. (n) You shall have received from an officer of the Special Servicer, in their 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 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 Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (t) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bu) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and UBS AG contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS UBS AG shall have delivered to you a certificate of RBSUBS AG, signed by an authorized officer of RBS UBS AG and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSUBS AG, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSUBS AG) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS UBS AG under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)UBS AG) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSUBS AG, as in effect on the Closing Date, and of the resolutions of RBS UBS AG and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties— The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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, 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and ▇▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes ▇-▇, ▇-▇ and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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, 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of the Underwritten Certificates Securities shall be subject to: (i) to the accuracy of the representations and warranties on the part of BFI and the Depositor Parent contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to Execution Time and 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) to the accuracy of the statements of BFI and the Depositor Parent made in any certificates delivered pursuant to the provisions hereof; (iii) , to the performance by BFI and the Depositor Parent of its their respective obligations hereunder; hereunder and (iv) to the following additional conditions: (a) The Registration Statement Canadian Final Supplement shall have become effective 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, as amended from time to time, Statement or any part thereof shall have been issued and not withdrawn and no proceedings proceeding for that purpose shall have been instituted initiated or, to the Depositor’s knowledgeknowledge of BFI or the Parent, threatenedthreatened by the Commission; and no order having the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been filed effect of preventing or transmitted for filing with suspending the Commission in accordance with Rule 424 under the 1933 Act or, in the case use of each any prospectus (including any Issuer Free Writing Prospectus) relating to the 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 part of any Qualifying Authority and the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (b) BFI and the Parent shall have requested and caused Torys LLP, Canadian and United States counsel for BFI and the Parent, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ 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 required by Rule 433 under they deem proper, on certificates of responsible officers of BFI or the 1933 ActParent and public officials. (bc) You The Representatives shall have received from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, United States counsel for the Underwriters, a favorable 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 purpose of enabling them to pass upon such matters (it being understood that, to the extent such opinion relates to the laws of Ontario and the federal laws of Canada applicable therein, such counsel shall be entitled to rely on the 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, in form and substance satisfactory to the Representatives acting reasonably, addressed to the Representatives and their counsel, of Torys LLP. as to such matters regarding compliance with the Underwritten Certificates as you may reasonably requestlaws 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 Province of Québec. (ce) The Depositor Parent shall have delivered furnished to you the Representatives a certificate of the DepositorParent, signed by an authorized the Chairman of the Board or the Chief Executive Officer and the principal financial or accounting officer of the Depositor and Parent, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the 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: : (i) the representations and warranties of BFI and the Depositor Parent in this Agreement are true and correct in all material respects at on and as of the Closing Date with the same effect as if made on the Closing Date; Date and (ii) BFI and the Depositor has in all material respects Parent have complied with all the agreements and satisfied all the conditions on its part that are required hereby their respective parts to be performed or satisfied at or prior to the Closing Date; and RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS hasno stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, in all material respectsto BFI’s or the Parent’s knowledge, 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.threatened; and (diii) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 most recent financial statements included in Section 6(d) hereof which the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus (exclusive of any supplement thereto), there 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 been no material adverse effect on the Closing Datecondition (financial or otherwise), and prospects, earnings, business or properties of the resolutions Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of the Depositor and any required shareholder consent relating to the transactions business, except as set forth in or contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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, Disclosure Package and the signatures Canadian Final Prospectus and the U.S. Final Prospectus (exclusive 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBSsupplement thereto)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You The Parent shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) requested and from special counsel caused Deloitte LLP to have furnished to the Depositor (in Representatives, at the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date Execution Time and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time of Sale and to the Prospectus as of the date thereof and as of the Closing Date, letters, (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to youthe Representatives, concerning the financial information with respect to the Parent set forth in the Disclosure Package, the U.S. Final Prospectus and the Canadian Final Prospectus. (g) You shall have received from Scottish counsel Subsequent to RBS (the Execution Time or, if earlier, the dates as of which information is given in the case Registration Statement (exclusive of any amendment thereto) the following clauses Canadian Final Prospectus and the U.S. Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (any change or decrease specified in the case 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 the following clauses 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 Canadian Final Prospectus and the 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, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereto), the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus (iii)(bexclusive of any amendment or supplement thereto), ; or (iviii) and any decrease in the rating of any of BFI’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (v)), one as defined in Section 3(a)(62) of the Exchange Act) or more favorable opinions, dated 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 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 you 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 effect that: (i) RBS is a public limited company duly organized, validly existing and Parent in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreementwriting or by telephone or facsimile confirmed in writing. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and ▇▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS as of the transactions contemplated by this Agreement; Closing Date, no notice has been given of (bi) Based upon any intended or possible downgrading or (ii) any review or possible changes in such counsel’s review of those laws, regulations and rules ratings. (k) You shall have received from the Secretary or an Assistant Secretary of the State of New York Trustee, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the United States of America that are normally applicable to transactions Secretary or an Assistant Secretary of the type contemplated by Certificate Administrator, in his individual capacity, a certificate, dated the AgreementClosing Date, to such counsel’s knowledgethe effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the General Master ▇▇▇▇▇▇▇▇, no consentin his individual capacity, approvala certificate, authorization dated the Closing Date, to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—▇▇▇▇▇ Fargo Bank, National Association” in the Prospectus is true and correct in all material respects. (n) You shall have received from the Secretary or order ofan Assistant Secretary of the General Special Servicer, or filing or registration within his individual capacity, any state or federal court or governmental agency or body isa certificate, dated the Closing Date, to the effect that the information relating to the General Special Servicer under the heading

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and MSMCH contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS MSMCH shall have delivered to you a certificate of RBSMSMCH, signed by an authorized officer of RBS MSMCH and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and MSMCH contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS MSMCH shall have delivered to you a certificate of RBSMSMCH, signed by an authorized officer of RBS MSMCH and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSMSMCH, a good standing certificate from the Registrar Secretary of Companies for Scotland State of the State of New York and (ii) with respect to the Depositor 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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSMSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS MSMCH under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)MSMCH) of the certificate of incorporation, resolutions and articles of association organization and operating agreement of RBSMSMCH, as in effect on the Closing Date, and of the resolutions of RBS MSMCH and any required shareholder member consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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, 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS [W▇▇▇▇ Fargo Bank] shall have delivered to you a certificate of RBS[W▇▇▇▇ Fargo Bank], signed by an authorized officer of RBS [W▇▇▇▇ Fargo Bank] and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS [W▇▇▇▇ 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) RBS [W▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS[W▇▇▇▇ Fargo Bank], a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the [State of DelawareNorth 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 Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)[W▇▇▇▇ 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 RBS Securities (as agent for RBS)[W▇▇▇▇ 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 RBS[W▇▇▇▇ Fargo Bank]) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS [W▇▇▇▇ Fargo Bank] under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)[W▇▇▇▇ Fargo Bank]) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS[W▇▇▇▇ Fargo Bank], as in effect on the Closing Date, and of the resolutions of RBS [W▇▇▇▇ Fargo Bank] and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))[W▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary,” “Description of Scotland the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-▇, ▇-▇ and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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, 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 Asset Representations Reviewer a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share ------------------------------------------------- obligations of the Underwritten Certificates shall be Underwriters hereunder are subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor each of BCRC and BCI of its obligations hereunder; hereunder and (iv) to the following additional conditions: (a) The the Registration Statement shall have become effective, or if a post-effective amendment is required to be filed under the Securities Act, such post-effective amendment shall have become effective, not later than 5:00 P.M., New York City time, on the date hereof; and on or prior to the Closing Date no stop order suspending the effectiveness of the Registration StatementStatement or any post-effective amendment shall be in effect, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that such purpose shall have been instituted or, be pending before or to BCRC's or BCI's knowledge threatened by the Depositor’s knowledge, threatenedCommission; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been filed or transmitted for filing with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Rule 424 under the 1933 Act or, in the case of each Issuer Free Writing Prospectus, Section 5(a) hereof; and all requests for additional information shall have been complied with to the extent required by Rule 433 under satisfaction of the 1933 Act.Representative; (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of each of BCRC and BCI contained herein are true and correct in all material respects on and as of the Depositor Closing Date as if made on and as of the Closing Date and the representations and warranties of each of BCRC and BCI in the Basic Documents will be true and correct in all material respects as of the dates specified in the Basic Documents; and each of BCRC and BCI shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder and under the Basic Documents at or prior to the Closing Date; (c) subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by BCRC or BCI by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (d) since the date hereof there shall not have been any material adverse change or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial position, stockholders' equity or results of operations of BCRC or BCI, otherwise than as set forth or contemplated in the Prospectus, the effect of which in the reasonable judgment of the Representative makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Certificates on the Closing Date on the terms and in the manner contemplated in the Prospectus; (e) the Representative shall have received on and as of the Closing Date a certificate of an executive officer of each of BCRC and BCI, in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (A) the representations and warranties of BCRC and BCI, as applicable, in this Agreement are true and correct in all material respects at on and as of the Closing Date with Date, (B) such officer has specific knowledge about the same effect financial matters of BCRC and BCI, as if made on the Closing Date; applicable, and (ii) the Depositor that each of BCRC and BCI, as applicable, has complied 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 RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date., (C) the representations and warranties of BCRC and BCI, as applicable, in the Basic Documents are true and correct in all material respects as of the dates specified in the Basic Documents, (D) the Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or to BCRC's or BCI's knowledge, are threatened by the Commission, (E) the Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (F) subsequent to the date of the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of either BCRC or BCI, as applicable, except as set forth in or contemplated in the Registration Statement and the Prospectus or as described in such certificate; (df) You ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President, Legal Affairs and General Counsel of BCI, shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (ii) with respect furnished 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 received from the Secretary or an Assistant Secretary of the Depositor, in Underwriters his individual capacity, a certificatewritten opinion, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance satisfactory to you and counsel for the Underwriters substantially Representative, to the effect that: (i) The Depositor each of BCRC and BCI has been duly qualified as a foreign corporation for the transaction of business and is a corporation, duly incorporated, validly existing and in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the State of Delaware, and has all requisite corporate power and authority failure to execute, deliver and perform its obligations under each of be so qualified or in good standing would not have a material adverse effect on it or the Pooling and Servicing Agreement, transactions contemplated herein or in the Mortgage Loan Purchase Agreements and this Agreement.Basic Documents; (ii) Neither other than as set forth or contemplated in the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledgeProspectus, there are no legal or governmental investigations, actions, investigations suits or proceedings pending or, to the best of such counsel's knowledge, threatened against or affecting BCRC or BCI or any of their properties, or to which BCRC or BCI is or may be a party or to which any property of BCRC or BCI is or may be the Depositor is a partysubject (i) that are required to be disclosed in the Registration Statement or the Prospectus, or threatened against the Depositor, that (aii) assert asserting the invalidity of this Agreement, Agreement or of any of the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the CertificatesBasic Documents, (biii) seeks seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the Basic Documents, (iv) that may adversely affect the Pooling federal or state income, excise, franchise or similar tax attributes of the Certificates as described in the Prospectus under the headings "Prospectus Summary - Tax Status" and Servicing Agreement and the Mortgage Loan Purchase Agreements or "Certain Federal Income Tax Consequences," (cv) would that could materially and adversely affect the performance by the Depositor of its BCRC's or BCI's obligations under, under this Agreement or the validity or enforceability of, any of this Agreementthe Basic Documents or (vi) which, if determined adversely to BCRC or BCI, could individually or in the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard aggregate reasonably be expected to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the general affairs, business, prospects, management, financial condition position, stockholders' equity or results of operations of BCRC or BCI, taken as a whole, or that would reasonably be expected to materially adversely affect the interests of the Depositor; for purposes holders of the foregoing, Certificates; (iii) such counsel will be permitted to state does not know of any statutes, regulations, contracts or other documents that he or she has not regarded any legal or governmental actions, investigations or proceedings are required to be “threatened” unless described in the potential litigant Registration Statement or governmental authority has manifested the Prospectus or required to such counsel a present intention be filed as an exhibit to initiate such actions, investigations the Registration Statement that are not described or proceedings.filed as required; (iv) Each neither BCRC nor BCI is, nor with the giving of this Agreementnotice or lapse of time or both would be, in violation of or in default under, its Certificate of Incorporation or By-Laws or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which BCRC or BCI is a party or by which BCRC or BCI or any of their properties are bound, except for violations and defaults which individually and in the aggregate are not material to BCRC and its subsidiaries, taken as a whole, or BCI and its subsidiaries, taken as a whole, or to the holders of the Certificates; the issue and sale of the Certificates and the execution, delivery and performance by BCRC and BCI, as applicable, of the Certificates, the Pooling Basic Documents and Servicing this Agreement and the Mortgage Loan Purchase Agreements has been duly authorizedconsummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, executed and delivered or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which BCRC or BCI is a party or by which BCRC or BCI is bound or to which any of the Depositor.property or assets of BCRC or BCI is subject, nor will any such action conflict with or result in any breach or violation of the provisions of the Certificate of Incorporation, or the By-Laws of BCRC or BCI or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over BCRC or BCI, or any of their properties; (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization ofauthorization, registration order, license, registration, filing or filing with, qualification of or notice to, with any state or federal court or other governmental agency or body is required for the consummation by the Depositor issue and sale of the Certificates or the consummation of the other transactions contemplated in by this Agreement, Agreement or the Pooling and Servicing Agreement and the Mortgage Loan Purchase AgreementsBasic Documents, except (i) such consents, approvals, authorizations, orders, licenses, registrations, filings or qualifications as have been obtained under the Securities Act and as may be required under the “state securities or Blue Sky” Sky laws of any jurisdiction in connection with the purchase and the offer and sale distribution of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) Underwriter and any recordation financing statements that have been filed in connection with the perfection of the assignments of Trust's security interest in the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completedReceivables; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements.and (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC IBCRC and BCI owns, REMIC II possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (the “REMIC Provisions”) of the Internal Revenue Code of 1986including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amendedcase may be, and the Trust Fund created under the Pooling to operate its properties and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with carry on its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, business as of its effective date, and the Prospectus, conducted as of the date thereof (in each casehereof, with the exception and neither BCRC nor BCI has received any actual notice of any information incorporated by reference thereinproceeding relating to revocation or modification of any such license, any numericalpermit, financialcertificate, statistical and computational information included thereinconsent, any Mortgage Loan Seller Covered Informationorder, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates approval or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified except as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, described in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under and the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement Prospectus; and each of BCRC and BCI is effective on the Closing Date in compliance with all laws and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, regulations relating to the Time conduct of Sale Information its business as of the Time of Sale and to the Prospectus conducted as of the date thereof and as of the Closing DateProspectus. (g) Ropes & Gray, special counsel for BCI, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to you. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the UnderwritersRepresentative, to the effect that: (i) RBS BCI is a public limited company corporation duly organizedincorporated, validly existing and in good standing under the laws of Scotland The Commonwealth of Massachusetts, and has all requisite the corporate power and authority to enter into own its properties and perform its obligations under this Agreement.assets in Massachusetts and to transact the business in which it is engaged or presently proposes to engage in Massachusetts; (ii) This BCI has the requisite corporate power to execute and deliver each Basic Document and this Agreement and to perform its obligations hereunder and thereunder and has taken all necessary corporate action to authorize the execution, delivery and performance of each of the Basic Documents and this Agreement, and each of the Basic Documents and this Agreement have been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent).BCI; (aiii) No authorizationNeither the execution and delivery by BCI of any Basic Document or this Agreement, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with nor the consummation by RBS BCI of the transactions therein contemplated, nor the issuance of the Certificates by the Trust or the public offering thereof as contemplated by in the Prospectus, will conflict with or result in a breach of, or constitute a default (with notice or the passage of time or both) under, or (except as required or permitted pursuant to any Basic Document or this Agreement; (b) Based result in the imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest of any other person upon such counsel’s review of those laws, regulations and rules any of the State property or assets of New York and the United States BCI pursuant to, (1) any provision of America that are normally any Massachusetts law, governmental rule or regulation currently applicable to transactions BCI or (2) the Articles of the type contemplated by the Agreement, to such counsel’s knowledge, no Organization or By-Laws of BCI; and (iv) No consent, approval, authorization or order of, or registration, filing or registration declaration with, any state or federal Massachusetts court or governmental agency or governmental body isis required (1) for the due execution, delivery and performance by BCI of any Basic Document or this Agreement or (2) for the offer, sale or delivery of the Certificates, except for such consents, approvals, authorizations, orders, registrations, filings or declarations as may be required under state securities or Blue Sky laws. (h) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for BCRC and BCI, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Representative, to the effect that: (i) BCRC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) BCRC has the requisite corporate power to execute and deliver each of the Basic Documents and this Agreement and to perform its obligations thereunder and hereunder; (iii) Each of the Basic Documents and this Agreement has been duly authorized by all necessary corporate action on the part of BCRC and duly executed and delivered by each of BCI and BCRC, and constitutes the valid, legal and binding obligation of each of BCI and BCRC, enforceable against each of BCI and BCRC in accordance with its terms; (iv) The direction by BCRC to the Trustee to execute, authenticate and deliver the Certificates has been duly authorized by all necessary corporate action on the part of BCRC, and as of the Closing Date, the Certificates will be duly and validly authorized, and, when duly and validly executed and authenticated by the Trustee and delivered to BCRC in accordance with the Pooling and Servicing Agreement, and following delivery to and payment therefor by the Underwriters, will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement; (v) Neither the execution and delivery by BCI or BCRC of the Basic Documents and this Agreement, nor the consummation by BCI or BCRC of the transactions therein contemplated nor the issuance of the Certificates by the Trust, will conflict with or result in a breach of, or constitute a default (with notice or passage of time or both) under, or result in the imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest of any other person upon any of the property or assets of BCI or BCRC pursuant to, except as required or permitted pursuant thereto, (1) any provision of any New York State or federal law, governmental rule or regulation currently applicable to BCI or BCRC (based upon our review of those laws, rules and regulations which in our experience are normally applicable to transactions of this type, but without having made a special investigation concerning any other law, rule or regulation and without expressing any opinion as to any federal or state securities laws, rules or regulations or the polices underlying such laws), (2) the Certificate of Incorporation or By-Laws of BCRC or (3) any material indenture, mortgage, contract or other (A) to which BCI or BCRC is a party or by which either of them is bound or to which any of their property is subject, (B) currently in effect and (C) as to which such counsel has represented either BCI or BCRC; (vi) No consent, approval, authorization or order of, or registration, filing or declaration with, any New York State or federal court, governmental agency or governmental body is required (1) for the due execution, delivery and performance by BCI or BCRC of the Basic Documents and this Agreement or (2) for the offer, issuance, sale or delivery of the Certificates by BCRC in the manner and under the circumstances contemplated by the Basic Documents and this Agreement, except such as shall have been obtained or made on or prior to the Closing Date, unless the failure to obtain or to make such on or prior to the Closing Date will not materially adversely affect the ability of BCI or BCRC to perform its obligations under the Basic Documents and this Agreement and except for such consents, approvals, authorizations, orders, registrations, filings or declarations required un

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of and pay for the Underwritten Certificates shall Notes subject to this Agreement will be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of and the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing applicable Delivery 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 the Depositor in all material respects of its obligations hereunder; hereunder and (iv) to the following additional conditionsconditions precedent: (a) Each of the obligations of the Depositor required to be performed by it on or prior to the Delivery Date pursuant to the terms of the relevant Operative Agreements shall have been duly performed and complied with and all of the representations and warranties of the Depositor under any of the Operative Agreements shall be true and correct as of the Delivery Date or as of another date specified therein and no event shall have occurred which, with notice or the passage of time, would constitute a default under any of such Operative Agreements, and the Underwriters shall have received certificates to the effect of the foregoing, each signed by an authorized officer of the Depositor. (b) The Underwriters shall have received letters dated the Delivery Date in form and substance reasonably acceptable to the Underwriters and their counsel, prepared by independent certified public accountants, (i) regarding the numerical and statistical information contained in the Prospectus other than the numerical and statistical information referred to in Section 6(c) hereof, and (ii) relating to certain agreed upon procedures as specified by the Underwriters. (c) The Underwriters shall have received letters dated the Delivery Date, in form and substance reasonably acceptable to the Underwriters and their counsel, prepared by independent certified public accountants, regarding the numerical and statistical information contained in the Time of Sale Offering Document. In addition, the Underwriters shall have received confirmation from independent certified public accountants, that no material pool characteristic (as agreed upon by the Depositor and the Underwriters) of the actual asset pool as of the Delivery Dates differs by 5% or more (other than as a result of the pool assets converting into cash in accordance with their terms) from the description of the asset pool in the Prospectus Supplement relating to the Notes filed with the Commission. (d) The Underwriters shall have received letters (i) dated the Delivery Date with respect to the Prospectus Supplement and (ii) dated the date of any Issuer Free Writing Prospectus with respect to any Issuer Free Writing Prospectus, in form and substance acceptable to the Underwriters and their counsel, prepared by independent certified public accountants of the Servicers, regarding the numerical and statistical information contained in the Prospectus and any Issuer Free Writing Prospectus regarding the Servicers’ respective servicing portfolios. (e) Each Underwriter shall have received the requested number of copies of the Prospectus for the Notes. (f) 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 shall have been duly taken or made; and prior to the Delivery Date, the Underwriters shall have received confirmation of the effectiveness of the Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, Statement shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted orinstituted, or to the Depositor’s knowledgeknowledge of the Depositor or any Underwriter, threatened; and shall be contemplated by the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 ActCommission. (bg) You The Notes subject to this Agreement and offered by means of the Registration Statement shall be rated by the applicable rating agencies at the time of issuance as set forth in the Pricing Supplement. (h) The Underwriters shall have received from one or more opinions of counsel for the Underwriters, a favorable opinionDepositor, dated the Closing Delivery Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor has been duly incorporated and is a corporation, duly incorporated, validly existing as a corporation and is in good standing under the laws of the State of Delaware, and jurisdiction or its formation or organization. The Depositor has all requisite the corporate power and authority to execute, deliver own its properties and perform to conduct its obligations under each of business as such properties are presently owned and such business is presently conducted. The Depositor has the Pooling corporate power and Servicing Agreement, authority to own and acquire the Mortgage Loan Purchase Agreements and this Agreement.Loans; (ii) Neither the issuance or sale Each of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Operative Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor it is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorizedauthorized and executed by a duly authorized officer, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court manager or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling authorized representative and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement obligation of the Depositor, enforceable against the Depositor in accordance with its terms; (iii) The transfer and sale by the Depositor of the Mortgage Loans to the Issuing Entity pursuant to the Transfer and Servicing Agreement, subject the compliance by the Depositor with the provisions of the Operative Agreements to applicable bankruptcywhich it is a party and the consummation of the transactions contemplated by such Operative Agreements and the fulfillment of the terms thereof will not violate or breach any of the terms and provisions of the articles of incorporation or bylaws of the Depositor; (iv) The Indenture has been duly qualified under the Trust Indenture Act of 1939, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity as amended (regardless of whether enforcement is sought in a proceeding in equity or at lawthe “TIA”), and except that: complies with the requirements of the TIA and the applicable rules and regulations thereunder; (av) provisions purporting The Indenture creates a valid security interest in favor of the Indenture Trustee, for the benefit of the holders of the Notes, in the Issuing Entity’s right, title and interest in and to waive or limit rights to trial by jury, oral amendments to written agreements or rights the Collateral securing the obligations of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of Issuing Entity under the Indenture in which a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policycreated pursuant to the UCC; (xvi) The Registration Statement has been declared effective under the Act; the Base Prospectus and the Prospectus Supplement have each been filed pursuant to Rule 424(b) of the Rules and Regulations in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been instituted by the Commission; (vii) Any Free Writing Prospectus required to be filed by the Depositor with the Commission (other than those Free Writing Prospectuses containing Issuer Information prepared by the Underwriters that the Underwriters fail to deliver) has been filed with the Commission pursuant to Rule 433 of the Rules and Regulations in the manner and within the time period required by Rule 433; (viii) The Registration Statement, the Prospectus and any Issuer Free Writing Prospectus in the Approved Offering Materials (in each case other than (A) the financial statements, schedules, tables and other financial and statistical data included or incorporated by reference therein or omitted therefrom and (B) any documents incorporated by reference, as of its effective date, and the Prospectusto which such counsel need not express an opinion), as of their respective effective or issue dates, as the date thereof (in case may be, each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces its face to be appropriately responsive in all material respects to the applicable requirements of the 1933 Act and the rules Rules and regulations thereunder applicable to such documents as of the relevant dateRegulations; (xiix) The statements contained information in the Prospectus Supplement and the Time of Sale Offering Document under the heading captions “Description of the Offered Certificates”Notes,” “The Mortgage Loan Purchase Agreement and the Transfer and Servicing Agreement” and “The Trust Agreement and the Indenture,” in each case, insofar as such statements purport to summarize material terms the extent that it constitutes a summary of certain provisions of the CertificatesNotes and of the Mortgage Loan Purchase Agreement, are the Transfer and Servicing Agreement, the Trust Agreement and the Indenture, has been reviewed by such counsel and is correct in all material respects; 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 describe such provisions and regulations; and the statements contained under the caption “Federal Income Tax Consequences,” insofar as such statements constitute conclusions of law, are true and correct in all material respects as set forth therein; (x) The security interests of each of the Depositor and the Issuing Entity the Collateral transferred pursuant to the Transfer and Servicing Agreement, in each case, if a security interest in any such item of Collateral can be perfected by filing, will be perfected upon the filing of the Financing Statements in the appropriate filing office in the State of Maryland, which is the proper location to file against the Seller and the Depositor; (xi) Under current United States federal income tax law, based upon certain financial calculations prepared by the Underwriters concerning the projected payments on the Notes and assuming the accuracy of and compliance with the factual representations, covenants and other provisions of the Operative Agreements without any waiver or modification thereof, although there are no regulations, rulings or judicial precedents addressing the characterization for United States federal income tax purposes of securities having terms substantially the same as those of the Notes, the Notes, other than any Notes, or portions of Classes of Notes which the owner of the Ownership Certificate, either directly or indirectly through one or more Qualified REIT Subsidiaries or entities that are disregarded for United States federal income tax purposes that are wholly owned by the related REIT or a related Qualified REIT Subsidiary acquires beneficial ownership thereof (the “Retained Notes”), will be treated as debt for United States federal income tax purposes. In addition, we are of the opinion that, if any Retained Note is subsequently sold or transferred to a taxable REIT subsidiary or a party unrelated to the beneficial owner of the Ownership Certificate, such Retained Note will be treated as debt for U.S. federal income tax purposes as of the date of such sale, assuming that the Ownership Certificate continues to be held by (a) a REIT, (b) a Qualified REIT Subsidiary or (c) an entity that is disregarded for United States federal income tax purposes that is wholly owned by a REIT or a Qualified REIT Subsidiary, determined as of the date of such sale or transfer where appropriate, and provided that: (A) no modifications have been made to the Operative Agreements as of the date of such sale or transfer; (B) the respective ratings of such Retained Note as of the date of such sale or transfer are not lower than the rating for such Retained Note as of the Delivery Date; and (C) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to these opinions as of the date hereof. (xii) When Although the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this AgreementIssuing Entity will be classified as a taxable mortgage pool, the Underwritten Certificates Issuing Entity will not be validly issued and outstanding and entitled subject to United States federal income tax as long as the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery beneficial owner of the instruments and documents referred to therein Ownership Certificate is (a) a REIT or (b) a Qualified REIT Subsidiary or (c) an entity that is disregarded for United States federal income tax purposes that is wholly owned by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that a REIT or a Qualified REIT Subsidiary. (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You The Underwriters shall have received one or more letters opinions of counsel to the Underwriters, relating to the Time of Sale Information as of the Time of Sale and to the Prospectus as of the date thereof and as of the Closing Datefor each Seller, dated the Closing Delivery Date, in form and substance satisfactory to you. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that: (i) RBS The Seller has been duly incorporated and is a public limited company duly organized, validly existing as a corporation and is in good standing under the laws of Scotland and the State of Maryland. The Seller has all requisite the organizational power and authority to enter into own its properties and perform to conduct its obligations under this Agreementbusiness as such properties are presently owned and such business is presently conducted. The Seller has the corporate power and authority to acquire and own the Mortgage Loans. (ii) This Agreement The Seller has the corporate power and authority to (A) execute and deliver the Operative Agreements to which it is a party, (B) perform its obligations under and consummate the transactions provided for in such Operative Agreements, and (C) transfer its rights, title and interests in, to and under the related Mortgage Loans to the Depositor on the terms and conditions provided in the Mortgage Loan Purchase Agreement. (iii) Each of the Operative Agreements has been duly authorized, authorized and executed and delivered on behalf by a duly authorized officer of RBS by RBS Securities (as its agent)the Seller. (aiv) The transfer and sale by the Seller of the related Mortgage Loans to the Depositor pursuant to the related Mortgage Loan Purchase Agreement, the compliance by the Seller with the provisions of the related Operative Agreements and the consummation of the transactions contemplated by the related Operative Agreements and the fulfillment of the terms thereof will not violate or breach any of the terms and provisions of the articles of incorporation or bylaws of the Seller. (v) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of governmentaction by, judicial and no notice to or public bodies and authorities of filing with any court, governmental authority or in Scotland regulatory body is required for the due execution, delivery and performance by the Seller of the related Operative Agreements. (vi) Each of the related Operative Agreements constitutes the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. (vii) To our knowledge, there is no legal or governmental action, investigation or proceeding pending or threatened against the Seller (a) asserting the invalidity of any of the Operative Agreements to be obtained by RBS in connection with which it is a party, (b) seeking to prevent the consummation by RBS of any of the transactions contemplated by this Agreement; provided for in such Operative Agreements, or (bc) Based upon such counsel’s review of those laws, regulations that would materially and rules adversely affect the ability of the State Seller to perform its obligations under, or the validity or enforceability with respect to the Seller of, any of New York such Operative Agreements. (j) The Underwriters shall have received one or more opinions of counsel to the Depositor substantially to the effect that the transfer of all of the right, title and interest in and to the Mortgage Loans from the related Seller to the Depositor and from the Depositor to the Issuing Entity in each case, constitutes a “true sale” for bankruptcy purposes and with respect to the “non-consolidation” in a bankruptcy proceeding of the related Seller and the United States Depositor. (k) The Underwriters shall have received a statement of America counsel to the Depositor substantially to the effect that are normally applicable to transactions of the type contemplated by the Agreement, nothing has come to such counsel’s knowledgeattention that would lead them to believe that the Registration Statement (at the time it became effective), no consentthe Prospectus or the Prospectus Supplement (in both cases, approvalas of the date of the Prospectus Supplement and as of the Delivery Date), authorization the Time of Sale Offering Document (as of the Time of Sale) or order ofany Issuer Free Writing Prospectus (as of the date of the Issuer Free Writing Prospectus) (other than the financial and statistical information or information contained therein, as to which such counsel need not express an opinion) contained an untrue statement of a material fact or filing omitted to state a material fact required to be stated therein or registration withnecessary to make the statements therein not misleading. (l) The Underwriters shall have received an opinion of counsel to the Issuing Entity, Owner Trustee, Trust Administrator, Custodian and Indenture Trustee, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (m) The Underwriters shall have received opinions of counsel to the Master Servicer, each Servicer and each Subservicer, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (n) The Underwriters shall have received opinions of counsel to any state provider of any derivative instrument documented under the ISDA master agreement, and an opinion of counsel to any credit support provider or federal court guarantor relating to such derivative instrument, dated the Delivery Date, and in the form agreed to on or governmental agency prior to the Delivery Date. (o) The Underwriters shall have received opinions of counsel to any credit enhancement provider relating to the Notes, dated the Delivery Date, and in the form agreed to on or body isprior to the Delivery Date. (p) The Underwriters shall have received a certificate or certificates signed by such of the principal executive, financial and accounting officers each of the Sellers, the Servicer and the Depositor as the Underwriters may request, dated the applicable Delivery Date, in which such officers, to

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and UBS AG contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS UBS AG shall have delivered to you a certificate of RBSUBS AG, signed by an authorized officer of RBS UBS AG and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSUBS AG, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSUBS AG) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS UBS AG under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)UBS AG) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSUBS AG, as in effect on the Closing Date, and of the resolutions of RBS UBS AG and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee and the Certificate Administrator” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization 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 Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer and the Special Servicer” in the Prospectus is true and correct in all material respects. (n) 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, to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The Master Servicer and 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and MSMCH contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS MSMCH shall have delivered to you a certificate of RBSMSMCH, signed by an authorized officer of RBS MSMCH and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSMSMCH, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSMSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS MSMCH under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)MSMCH) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSMSMCH, as in effect on the Closing Date, and of the resolutions of RBS MSMCH and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the General Master ▇▇▇▇▇▇▇▇, 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—▇▇▇▇▇ Fargo Bank, National Association” in the Prospectus is true and correct in all material respects. (n) 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, 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State Underwriters. (u) You shall have received from the Secretary or an Assistant Secretary of New York the NCB Master Servicer and the United States of America NCB Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that are normally applicable the information relating to transactions 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 type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and BANA contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS BANA shall have delivered to you a certificate of RBSBANA, signed by an authorized officer of RBS BANA and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS▇▇▇▇, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor 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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSBANA) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS BANA under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)BANA) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSBANA, as in effect on the Closing Date, and of the resolutions of RBS BANA and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇, 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Certificate Administrator and Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Master Servicer, notarization or 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 Servicer” in the Prospectus is true and correct in all material respects. (m) 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 Special Servicer” in the Prospectus is true and correct in all material respects. (n) 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. (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 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (q) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (r) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bs) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of the Underwritten Certificates Shares and the Option Shares, as the case may be, shall be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor Company contained herein in this Underwriting Agreement as of the date hereofExecution Time, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to Pre-funding Time, the Closing Date, as of the date Settlement Date and the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Option Closing Date; (ii) , if any, pursuant to Section 3 hereof, to the accuracy of the statements of the Depositor Company made in any certificates delivered pursuant to the provisions hereof; (iii) , to the performance by the Depositor Company of its obligations hereunder; under this Underwriting Agreement and (iv) to the following additional conditions: (a) The Registration Statement Prospectus, and any supplement thereto, shall have become effective been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement, as amended from time Statement or the ADR Registration Statement or any notice objecting to time, their use shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted oror threatened, to the Depositor’s knowledge, threatened; and the Prospectus Supplement Folleto has been filed in the manner and each Issuer Free Writing Prospectus within the time period established by the Spanish Act as developed by secondary legislation and no stop order suspending the effectiveness of the Folleto or any notice objecting to its use shall have been filed issued and no proceedings for that purpose shall have been instituted 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 1933 Actthreatened. (b) You shall have received from counsel KPMG Auditores, S.L. (“KPMG”) has issued by not later than 11:59 p.m. (Madrid time) on the date hereof its special report for the Underwriterspurposes of articles 308 and 506 of the Spanish Capital Companies Act confirming that the Purchase Price is at a “fair value” and that the figures contained in the report of the Board of Directors of the Company on the capital increase relating to the Offered Shares are, a favorable opinionin their view, dated reasonable and take into account the Closing Date, as value of the pre-emptive subscription rights of the shareholders of the Company that will be excluded with respect to such matters regarding the Underwritten Certificates as you may reasonably requestcapital increase relating to the Offered Shares. (c) The Depositor Company shall have delivered to you a certificate of requested and caused DLA Piper Spain, S.L.U. and DLA Piper LLP (US), counsel for the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) Company with respect to RBSSpanish and U.S. law, a good standing certificate from the Registrar of Companies for Scotland and (ii) with respect respectively, to have furnished 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 received from the Secretary Representatives their opinion or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual whoopinions, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinionsmay be, dated the Closing Date and satisfactory in form and substance addressed to you and counsel for the Underwriters substantially Representatives, to the effect that:that (subject to assumptions and qualifications reasonably acceptable to the Representatives): (i) The Depositor the Registration Statement and the ADR Registration Statement have become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement or any notice objecting to their use has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the ADR Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder; and such counsel has no reason to believe that on the Effective Date or the date the Registration Statement was last deemed amended the Registration Statement or the ADR Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of the date thereof and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion); (ii) such counsel has no reason to believe that the Disclosure Package, as amended or supplemented at the Execution Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (iii) the Documento de Registro was approved and registered by the CNMV pursuant to the Spanish Act on July 12, 2012, the Company filed with the CNMV the Relevant Fact Notice on the details of the Offering on [·]; to the knowledge of such counsel, no stop order suspending the effectiveness of the Documento de Registro has been issued, no proceedings for that purpose have been instituted or threatened and the Folleto (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Spanish Act and the rules thereunder; and such counsel has no reason to believe that on the Effective Date or the date the Folleto was last deemed amended the Spanish Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Folleto as of the date thereof and on the Closing Date included or include any untrue statement of a material fact or omitted or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion); (iv) each of the Company and the Specified Subsidiaries has been duly incorporated and is a corporation, duly incorporated, validly existing and as a corporation in good standing under the laws of the State of Delawarejurisdiction in which it is chartered or organized, and has all requisite with full corporate power and authority to executeown or lease, deliver as the case may be, and perform to operate its obligations properties and conduct its business as described in the Disclosure Package, the Prospectus and the Documento de Registro, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification except where the failure to be so qualified or in good standing would not have a Material Adverse Effect; (v) each of the Pooling Lock-Up Agreement Signatories (as hereinafter defined) that is a corporate entity has been duly incorporated and Servicing Agreement, is validly existing as a [corporation] in good standing under the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by jurisdiction in which it is boundchartered or organized, with full corporate power and authority to enter into the Lock-Up Agreement, and each of the Lock-Up Agreement Signatories that is an individual has due authority to enter into the Lock-Up Agreement; (cvi) all the outstanding shares of capital stock of each Specified Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Disclosure Package and the Prospectus, all outstanding shares of capital stock of each such Specified Subsidiary are owned by the Company either directly or through wholly owned subsidiaries free and clear of any statute perfected security interest or, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or regulation encumbrance; (vii) the Company’s authorized share capital is as set forth in the Disclosure Package, the Prospectus and the Spanish Documents; the capital stock of the Company conforms in all material respects to the description thereof contained in the Disclosure Package, the Prospectus and the Spanish Documents; the outstanding Class A Shares and Class B Shares have been duly and validly authorized and issued and are fully paid and nonassessable; the Offered Shares being sold under this Underwriting Agreement by the Company have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Underwriting Agreement, and when the capital increase relating to the Offered Shares has been duly registered with the Mercantile Registry and the Offered Shares have been duly registered with Iberclear, the Offered Shares will be fully paid and nonassessable; the ADSs being sold under the Underwriting Agreement by the Company are duly authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq Global Select Market and application has been made for the Offered Shares to be duly admitted to listing on each of the Madrid and Barcelona Stock Exchanges and authorized for trading on the SIB; the Offered Shares will conform in all material respects to the description thereof contained in the Registration Statement, the ADR Registration Statement, the Disclosure Package, the Prospectus and the Spanish Documents; the holders of outstanding shares of capital stock of the Company and of bonds convertible into Class A Shares or Class B Shares of the Company are not entitled to preemptive or other rights to subscribe for the Offered Shares other than those as have been duly excluded in accordance with Spanish law; and, except as set forth in the Disclosure Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding and there are no commitments by the Company to create, issue, sell or otherwise dispose of, shares of capital stock of or ownership interests in the Company; (viii) insofar as matters of Spanish law, United States Federal law and New York State law are concerned, to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property of a character required to be disclosed in the Registration Statement, the ADR Registration Statement or the Spanish Documents which is not adequately disclosed in the Disclosure Package, the Prospectus and the Spanish Documents, and there is no franchise, contract or other document of a character required to be described in the Registration Statement, the ADR Registration Statement, the Disclosure Package, the Prospectus or the Spanish Documents, or to be filed as an exhibit thereto, which is not described or filed as required; the descriptions contained in the Prospectus under the heading “Taxation,” insofar as such statements summarize legal conclusions applicable to the Depositoroffering of the Class B Shares and ADSs, constitute fair and accurate summaries of such legal matters; and the statements in the Prospectus under the headings “Business—Intellectual Property,” “Business—Information Technology,” “Business—Legal Proceedings,” “Regulation,” “Description of Share Capital,” “Description of the Share Lending Arrangements” and “Description of American Depositary Shares” in the Documento de Registro (as of its date) in Sections 2, 5.2, 6, 8, 10, 11, 19, 20, 21 and 22, and in the Nota sobre las Acciones (as of its date) in Sections 3.3, 4, 5, 6, 7.3, 10.2, 10.3, 11.1 and 11.3, insofar as such statements summarize legal matters, agreements, documents or (d) to proceedings discussed therein, are accurate and fair summaries of such counsel’s knowledgelegal matters, any order of any courtagreements, regulatory body, administrative agency documents or governmental body having jurisdiction over the Depositor.proceedings; (iiiix) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Underwriting Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor.Company; (vx) Based upon such counsel’s review of those lawsthe agency agreement entered into by the Company with [·] (the “Agency Agreement”) has been duly authorized, regulations executed and rules delivered by the Company and the obligations assumed thereunder by the Company are legal, valid, binding and enforceable obligations of the State of New York Company; (xi) the Stock Loan Agreement has been duly authorized, executed and delivered by Inversión Corporativa IC, S.A. and the United States obligations assumed thereunder by Inversión Corporativa IC, S.A. are legal, valid, binding and enforceable obligations of America that are normally applicable Inversión Corporativa IC, S.A.; (xii) the Lock-Up Agreements have been duly authorized, executed and delivered by the Lock-Up Agreement Signatories; (xiii) the Company is not and, after giving effect to transactions the offering and sale of the type contemplated by this Agreement, the Pooling and Servicing Agreement Securities and the Mortgage Loan Purchase Agreementsapplication of the proceeds thereof as described in the Prospectus, to will not be, an “investment company” as defined in the knowledge Investment Company Act of such counsel1940, as amended; (xiv) no consent, approval, authorization ofauthorization, registration filing with or filing withorder of any Spanish, U.S. Federal or notice to, any state or federal New York court or other governmental agency or body is required for the consummation by the Depositor of in connection with the transactions contemplated in this the Underwriting Agreement, in the Pooling and Servicing Deposit Agreement and or in the Mortgage Stock Loan Purchase AgreementsAgreement, except (iA) such as have been obtained under the Act and the Spanish Capital Companies Act, (B) such as may be required under the “Blue Sky” blue sky laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description distribution of the Offered Certificates”, insofar as such statements purport to summarize material terms of Shares by the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered Underwriters in the manner contemplated in this Underwriting Agreement, in the Pooling Disclosure Package and Servicing the Prospectus, (C) the registration of the Nota sobre las Acciones and complementary documentation with the CNMV, (D) the formalization of the capital increase by means of a public deed granted before a Spanish notary public, the filing by the Company with the relevant Spanish tax authorities as exempt from capital tax (Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados en su modalidad de Operaciones Societarias) and the registration of such public deed with the Mercantile Registry, (E) the registration of the Offered Shares with Iberclear and the verification of the listing of the Offered Shares by the CNMV, (F) the approval of the listing of the Offered Shares by the relevant managing entities (Sociedades Rectoras) of each of the Madrid and Barcelona Stock Exchanges, and (G) the approval of the admission of the Offered Shares to trading through the SIB by the CNMV; (xv) none of the issue and sale of the Offered Shares, the consummation of any other of the transactions contemplated herein, in the Deposit Agreement or in the Stock Loan Agreement and the Underwritten Certificates have been paid for byfulfillment of the terms hereof, and sold to of the Underwriters pursuant to this Deposit Agreement or of the Stock Loan Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made byconflict with, and on certificates result in a breach or other documents furnished by officers and/or authorized representatives violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv)Company or its subsidiaries pursuant to, (ixA) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the charter or by-laws of the State Company or its subsidiaries, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument [identified on the annexed schedule] to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, or (C) any Spanish, U.S. Federal or New York and state statute, law, rule, regulation, judgment, order or decree applicable to the federal law Company or its subsidiaries of any Spanish, U.S. Federal or New York court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties; (xvi) no holders of securities of the United States. You shall Company have also been advised by special counsel rights to the Depositor, in one registration of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) such securities under the Registration Statement became effective on a date certain under or the 1933 Act, (ii) to such counsel’s knowledge, the ADR Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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.Statement; (gxvii) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Deposit Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the AgreementCompany and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body isa

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share the Underwritten Securities pursuant to an Underwriting Agreement shall be subject, in the discretion of the Underwritten Certificates shall be subject to: (i) Representatives acting reasonably, to the accuracy of the representations and warranties on the part of the Depositor contained herein Issuer and the Guarantor in or incorporated by reference in the Underwriting Agreement as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to Execution Time and 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) to the accuracy of the statements of the Depositor Issuer and the Guarantor made in any certificates delivered pursuant to the provisions hereof; (iii) of this Section, to the performance by the Depositor Issuer and the Guarantor of its their obligations hereunder; hereunder and (iv) to the following additional conditions: (ai) The Registration Statement Canadian Prospectus shall have become effective been filed with the Reviewing Authority under the Shelf Procedures and (ii) the U.S. Prospectus shall have been filed with the Commission pursuant to General Instruction II.K. of Form F-9 and Rule 424(b) under the Act, in each case, within the applicable time period prescribed for such filing and in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, Statement or any part thereof shall have been issued and not withdrawn by the Commission and no proceedings order preventing or suspending the use of any prospectus relating to the Securities shall have been issued by the Reviewing Authority and no proceeding for that any such purpose shall have been instituted initiated or, to the Depositor’s knowledgeknowledge of the Issuer or the Guarantor, threatenedthreatened by the Commission or the Reviewing Authority; and all requests for additional information on the Prospectus Supplement and each Issuer Free Writing Prospectus part of the Reviewing Authority or the Commission shall have been filed or transmitted for filing complied 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 1933 ActRepresentatives' reasonable satisfaction. (b) You Parent shall have received from requested and caused Torys LLP, U.S. counsel for the Underwriters, a favorable opinion, dated Issuer and the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing DateGuarantor, to the effect that: (i) the representations and warranties of the Depositor 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) 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 have furnished to the Closing Date; and RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 Representatives 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinionsopinion, dated the Closing Date and satisfactory in form and substance addressed to you and counsel for the Underwriters substantially Representatives, to the effect that: (i) The Depositor is Issuer has been duly organized as a corporation, duly incorporated, validly existing and in good standing general partnership under the laws of Delaware Revised Uniform Partnership Act with the State of Delaware, and has all requisite corporate power and authority to own property and to conduct its business as described in the U.S. Prospectus and to execute, deliver and perform its obligations under each of the Pooling and Servicing Underwriting Agreement, the Mortgage Loan Purchase Agreements Underwritten Securities and this Agreementthe Indenture.* * Securities issued by PCF. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements Registration Statement and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the U.S. Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces effective or issue dates, appears on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable of the Commission under the Act (the "Rules and Regulations"), except for the financial statements, financial statement schedules and other financial data included or incorporated by reference in or omitted from either of them and the Form T-1, as to which such documents counsel need express no opinion; the Form F-X, as of the relevant its date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport appears on its face to summarize material terms of the Certificates, are correct be appropriately responsive in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold respects to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery requirements of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and . (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing filing, registration or registration qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as required by any state securities laws, as to which such counsel need express no opinion) is required under any Applicable Law for the issuance or federal court sale of the Underwritten Securities or governmental agency the performance by the Issuer and the Guarantor of their respective obligations under the Underwriting Agreement and the Indenture. For purposes of this opinion, the term "Governmental Authority" means any executive, legislative, judicial, administrative or regulatory body isof the State of New York or the United States of America. For purposes of this opinion, the term "Applicable Law" means those laws, rules and regulations of the United States of America and the State of New York, in each case which in such counsel's experience are normally applicable to the transactions of the type contemplated by the Underwriting Agreement.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; and (iv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of DelawareNorth Carolina, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To the best of such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no No consent, approval, authorization of, registration or filing with, or notice to, any state or federal court State of North Carolina (pursuant to the North Carolina Business Corporation Act) or other governmental agency or body is required for the consummation by execution, delivery or performance of, or compliance by, the Depositor of the transactions contemplated in with this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; opinion and (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should is not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Offered Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Offered Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses items (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause item (iv) and clauses items (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel In a separate letter addressed only to the Underwriters, special counsel to the Underwriters shall additionally state that, based on conferences and telephone conversations with representatives of the Mortgage Loan Sellers, the Underwriters, the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Advisor, and their respective counsel, and (with limited exception) without having reviewed any of the mortgage notes, mortgages or other documents relating to the Mortgage Loans or made any inquiry of any originator of any Mortgage Loan, nothing has come to such counsel’s attention that would lead it to believe that (i) the Prospectus (other than any financial, numerical, statistical or quantitative information included therein), at the date of the Prospectus Supplement or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Time of Sale Information as of (other than any financial, numerical, statistical or quantitative information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), at the Time of Sale and Sale, contained or contains any untrue statement of a material fact or omitted or omits to states any material fact necessary in order to make the Prospectus as statements therein, in the light of the date thereof and as circumstances under which they were made, not misleading, or (iii) the Registration Statement (other than with respect to any exhibits filed therewith or any information incorporated by reference), at its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the Closing Date, dated the Closing Date, in form and substance satisfactory to youstatements therein not misleading. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and MSMCH contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS MSMCH shall have delivered to you a certificate of RBSMSMCH, signed by an authorized officer of RBS MSMCH and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSMSMCH, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSMSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS MSMCH under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)MSMCH) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSMSMCH, as in effect on the Closing Date, and of the resolutions of RBS MSMCH and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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, 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of and pay for the Underwritten Certificates shall Offered Notes will be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereofherein, 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 officers of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) , to the performance by the Depositor of its obligations hereunder; hereunder and (iv) to the following additional conditionsconditions precedent: (a) The Registration Statement Prospectus and any supplements thereto shall have become effective 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, as amended from time to time, Statement shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledgeknowledge of the Depositor or you, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been filed or transmitted for filing with be contemplated by 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 or by Rule 433 under the 1933 Actany authority administering any state securities or blue sky law. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 On or prior to the Closing Date; and RBS , you shall have delivered to you received a certificate letter, dated as of RBS, signed by an authorized officer of RBS and dated the Closing Date, of KPMG LLP, certified public accountants, substantially in the form of the drafts to which you have previously agreed and otherwise in form and substance satisfactory to you and your counsel. (c) Subsequent to the effect that: execution 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 or any development involving a prospective change in or affecting particularly the representations and warranties of RBS in this Agreement are true and correct in all material respects at and as business or properties of the Closing Date with Trust, the same effect as if made on Depositor, the Closing DateCompany, DaimlerChrysler Corporation or DaimlerChrysler AG which, in the judgment of the Underwriters, materially impairs the investment quality of the Offered Notes or makes it impractical or inadvisable to market the Offered Notes; and (ii) RBS hasany 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 all 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 sale of and payment for the Offered Notes or (vi) a material respects, complied with all disruption has occurred in securities settlement or clearance services in the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateUnited States. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar an opinion of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case office of the following clauses (i) through (v)) General Counsel of DCFS and from special counsel the Company, addressed to you and the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinionsIndenture Trustee, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially your counsel, to the effect that: (i) The Depositor DCFS has been duly organized and is a corporation, duly incorporated, validly existing and as a limited liability company in good standing under the laws of the State of Delaware, and has all requisite corporate Michigan with full power and authority to executeown its properties and conduct its business as presently conducted by it, deliver and to enter into and perform its obligations under each of this Agreement, the Pooling Sale and Servicing Agreement, the Mortgage Loan Purchase Agreements Agreement, the Trust Agreement, and this 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 issuance or sale transfer of the Underwritten Certificates Receivables from the Depositor to the Trust, nor the execution, delivery or performance assignment of the terms 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 Pooling Purchase Agreement, the Trust Agreement, the Administration Agreement, or the Sale and Servicing Agreement by DCFS, nor the execution and delivery of the Trust Agreement and the Mortgage Loan Purchase Agreements conflicts with 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 breach material breach, violation or violation acceleration of, or constitute a default under, (a) any term or provision of the articles of incorporation organization or by-laws operating agreement of DCFS or the DepositorCompany, (b) to such counsel’s knowledge, or of any indenture or other material agreement or material instrument to which DCFS or the Depositor Company is a party or by which it either of them is bound, (c) or result in a violation of or contravene the terms of any statute statute, order or regulation applicable to DCFS or the Depositor, or (d) to such counsel’s knowledge, any order Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositoreither of them. (iiix) To There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge's knowledge after due inquiry, there are no legal threatened before any court, administrative agency or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that other tribunal (a1) assert asserting the invalidity of this Agreement, the Pooling and Servicing Agreement and Trust or any of the Mortgage Loan Purchase Agreements or the CertificatesBasic Documents, (b2) seeks seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreementany of the Basic Documents or the execution and delivery thereof, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c3) would that might materially and adversely affect the performance by the Depositor DCFS of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Mortgage Loan Purchase Agreements Agreement, or the Certificates 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 rights with regard agreement to any Mortgaged Propertywhich the Depositor or the Company is a party or by which either of them is bound, which default has or if adversely determined, would have a material adverse effect on the financial condition condition, earnings, prospects, business or properties of the Depositor; for purposes of the foregoingDepositor and its subsidiaries, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel taken as a present intention to initiate such actions, investigations or proceedingswhole. (ivxii) Each Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of this Agreement, (x) the Pooling and Servicing Company contained in the Purchase Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. Trust Agreement are other than as stated therein or (vy) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated DCFS contained in this Agreement, the Pooling 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 Mortgage Loan Purchase Agreementsother property to be transferred by it to the Trust. The assignment of the Receivables, except (i) such as may 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 required under the “Blue Sky” laws conveyed thereby, free and clear of any jurisdiction in connection with liens, security interests or encumbrances except as specifically permitted pursuant to the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling Sale and Servicing Agreement that has not yet been completed; and or any other Basic Document. (iiixiv) those that, if not so obtained, would not materially and adversely affect Immediately prior to the ability transfer of the Depositor Receivables to perform its obligations under this 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 Pooling and Servicing Trust Agreement, the Indenture, the Purchase Agreement and the Mortgage Loan Purchase AgreementsAdministration Agreement conform in all material respects with the descriptions thereof contained in the Prospectus (and any supplement thereto). (vixviii) The statements in the Prospectus under the headings “ERISA Considerations” "Risk Factors -- Trusts May Not Have a Perfected Security Interest in Certain Financed Vehicles" and “Material Federal Income Tax Consequences”"-- 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 that they describe certain constitute matters of federal law or legal conclusions with respect thereto, provide a fair have been reviewed by such counsel and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive are correct in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date;respects. (xixix) The statements contained in the Prospectus Supplement and any supplement thereto under the heading “Description headings "Payments on the Notes", "Payments on the Securities", "Form of the Offered Certificates”Securities and Transfers", "Principal Documents", "Sale Provisions", "Servicing" and "The Indenture", insofar as such statements purport to summarize material terms constitute a summary of the CertificatesNotes, are correct in all material respects; and (xii) When the Certificates have been duly authorizedIndenture, executedthe Administration Agreement, authenticated and delivered in the manner contemplated in Purchase Agreement, the Pooling Sale and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Trust Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery constitute a fair summary of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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 youdocuments. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of the Underwritten Certificates Offered Shares shall be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor Company and the Selling Shareholders contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to Execution Time and 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) to the accuracy of the statements of the Depositor Company and the Selling Shareholders made in any certificates delivered pursuant to the provisions hereof; (iii) , to the performance by the Depositor Company and the Selling Shareholders of its their respective obligations hereunder; hereunder and (iv) to the following additional conditions: (a) As of the Closing Time, the Canadian Prospectus shall have been filed with the Qualifying Authorities and an MRRS Decision Document shall have been obtained from the Reviewing Authority evidencing issuance by each of the Qualifying Authorities of a receipt in respect of the Canadian Prospectus, and no order having the effect of ceasing or suspending the distribution of or the trading in the Common Shares or any other securities of the Company shall have been issued by any Qualifying Authority or any stock exchange and no proceedings for that purpose shall have been instituted or threatened by any Qualifying Authority or any stock exchange and any request for additional information shall have been complied with. (b) The Registration Statement Statement, and any amendment thereto, shall have been filed with the Commission and shall have become effective under the Act on the Business Day prior to the Closing Date and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, Statement shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to or threatened by the Depositor’s knowledge, threatened; Commission and the Prospectus Supplement and each Issuer Free Writing Prospectus any request for additional information shall have been 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 1933 Actcomplied with. (bc) You shall have received from M▇▇▇▇▇▇▇ T▇▇▇▇▇▇▇ LLP, Canadian counsel for the Company, shall have furnished to the Underwriters, a favorable opiniontheir counsel, the Selling Shareholders and their counsel their written opinion dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance satisfactory to you and counsel for the Underwriters substantially Underwriters, to the effect that: (i) The Depositor Company has been duly continued and is a corporation, duly incorporated, validly existing and in good standing as a corporation under the federal laws of Canada, with corporate power and authority to own its properties and conduct its business as described in the State of Delaware, Canadian Prospectus and the U.S. Prospectus; the Company has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement.; (ii) Neither The Company has an authorized capitalization as set forth in the issuance or sale Canadian Prospectus and the U.S. Prospectus and all of the Underwritten Certificates nor issued and outstanding shares in the execution, delivery or performance capital of the terms Company, including the Offered Shares, have been duly authorized and validly issued and are fully paid and non-assessable (such counsel being entitled to rely in respect of matters of fact upon certificates of the Company and the transfer agent of the Company); (iii) The Company has been extra-provincially registered or otherwise duly qualified as an extra-provincial or as a foreign corporation for the transaction of business under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both they and the Underwriters are justified in relying upon such opinions); (iv) To such counsel’s knowledge, based solely upon documents provided to such counsel by the Company and conferences with officers and other representatives of the Company in connection with the offering of the Offered Shares, and other than as set forth in the Prospectuses, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which are of a character required by the Canadian Securities Laws to be described or referred to in the Canadian Prospectus or the U.S. Prospectus, and no such proceedings are threatened or contemplated by any Governmental Agency or threatened by others; (v) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Share Purchase Agreements conflicts Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms; (vi) The compliance by the Company with all of the provisions of this Agreement and the consummation by the Company of the transactions herein contemplated, including the Repurchase Transaction, will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (a) the articles of incorporation or by-laws any of the Depositor, (b) to agreements or instruments set forth in the Company’s officer’s certificate prepared in support of such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is boundopinion, (cB) result in any statute violation of the provisions of the Articles of Continuance or the By-laws, as amended of the Company or (C) contravene any federal, provincial or local law, rule or regulation of the Province of British Columbia or Canada applicable to the Depositortransactions contemplated by the issue and sale of the Offered Shares or the provisions of this Agreement or, or (d) to the best of such counsel’s knowledge, any order applicable to the Company of any court, regulatory body, administrative agency court or of any other governmental body or instrumentality having jurisdiction over it or any of its property that would have a Material Adverse Effect (it being understood that for the Depositor.purpose of the opinion in this clause (C), such counsel is not passing upon compliance with respect to antifraud or similar provisions of any Canadian Securities Laws applicable therein); (iiivii) No Governmental Authorization of or with any Governmental Agency in Canada is required for the issue and sale of the Offered Shares or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained; (viii) To such counsel’s knowledge, the Company is not in violation of its constating documents or in default in the performance or observance of any material obligation, covenant or condition contained in any of the agreements or instruments set forth in the Company’s officer’s certificate prepared in support of such counsel’s opinion; (ix) To such counsel’s knowledge, all descriptions in the Canadian Prospectus and the U.S. Prospectus of contracts, agreements, arrangements and other documents to which the Company or its subsidiaries are a party are correct in all material respects; (x) The information in the Registration Statement under “Part II — Indemnification of Directors and Officers” and the statements set forth in the Canadian Prospectus under the captions “Eligibility for Investment” and “Purchasers Statutory Rights” and the statements set for in the Canadian Prospectus and the U.S. Prospectus under the captions “Risk Factors — Because we are a Canadian company...” and “Tax Considerations — Certain Canadian Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws of the Province of British Columbia or the federal laws of Canada applicable therein, and under the captions “Plan of Distribution” and “Description of Share Capital” have been reviewed by such counsel and, to the extent that such statements constitute matters of law or legal conclusions, such statements fairly present the information disclosed therein and, insofar as such statements purport to describe the provisions of laws or documents referred to therein, such statements are correct in all material respects; (xi) Insofar as matters of the laws of the Province of British Columbia and the federal laws of Canada applicable therein are concerned, the Registration Statement, and the filing of the Registration Statement with the Commission have been duly authorized by and on behalf of the Company; and the Registration Statement have been duly executed pursuant to such authorization by and on behalf of the Company; (xii) The Company is a “reporting issuer” under Canadian Securities Legislation in each of the Qualifying Provinces (where such notion exists), and is not on the list of defaulting issuers maintained under such legislation; and the Company meets the general requirements to use a short form prospectus under National Instrument 44-101-Short Form Prospectus Distributions; (xiii) To such counsel’s knowledge, there are no legal franchises, contracts, indentures, mortgages, loan agreements, notes, leases or governmental actions, investigations or proceedings pending to which other instruments that in accordance with the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance requirements of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings Qualifying Authority are required to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction made publicly available in connection with the purchase and the offer and sale offering of the Underwritten Certificates Offered Shares that have not been made publicly available as would be required; and there are no documents required to be filed with the Qualifying Authority in connection with the offering of the Offered Shares that have not been filed as required; (xiv) The Canadian Prospectus (including the documents incorporated by reference, but excluding the Underwritersfinancial statements and other financial data included or incorporated therein or omitted therefrom, as to which such counsel may need express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared appear on their respective faces face to be appropriately responsive as to form in all material respects to the requirements of Canadian Securities Laws as interpreted and applied by the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant dateQualifying Authorities; (xixv) The statements contained in Common Shares are listed on the Prospectus Supplement under Toronto Stock Exchange and admitted for trading on the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; andNasdaq National Market; (xiixvi) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to To such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledgeafter due inquiry, no stop order with respect thereto having the effect of ceasing or suspending the distribution or trading of the Common Shares has been issued by the Commission. You shall Qualifying Authorities, the Toronto Stock Exchange or any court and no proceedings for that purpose have received one been instituted or more letters of counsel to threatened; (xvii) An MRRS Decision Document for the UnderwritersCanadian Prospectus has been obtained from the Reviewing Authority and the Reviewing Authority has not revoked such MRRS Decision Document or receipt; there are no other documents, relating to reports or other information that in accordance with the Time of Sale Information as requirements of the Time Qualifying Authorities must be filed or made publicly available in connection with the offering of Sale the Offered Shares; (xviii) CIBC Mellon Trust Company has been duly appointed as the registrar and to transfer agent in Canada in respect of the Prospectus Common Shares; (xix) The Offered Shares are eligible investments as described under the heading “Eligibility for Investment” in the Canadian Prospectus; and (xx) For the purposes of the Income Tax Act (Canada), the Offered Shares, as of the date thereof of issue, are qualified investments under the Income Tax Act (Canada) and the Regulations thereunder for a trust governed by a registered retirement savings plan, registered retirement income fund, a deferred profit sharing plan or a registered educations savings plan; and as of the date of issue, the Offered Shares will not constitute “foreign property” for the purposes of Part XI of the Income Tax Act (Canada). Such written opinion shall additionally state that such counsel has participated in the preparation of the Registration Statement and the Prospectuses and in conferences with officers and other representatives of the Company, representatives of the independent chartered accountants for the Company, officers and other representatives of the Selling Shareholders, and representatives of the Underwriters, at which the contents of the Registration Statement and the Prospectuses, and related matters were discussed and, although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectuses, except for those referred to in the opinion in subsection (x) of this Section 7(c), such counsel has no reason to believe that, as of their effective dates, the Registration Statement or any further amendment thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of their dates, the Prospectuses or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Closing Date, the Prospectuses or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the Provinces of British Columbia, Alberta, Ontario and Quebec and the federal laws of Canada applicable therein, upon opinions of local counsel, who shall be counsel satisfactory to counsel for the Underwriters, in which case the opinion shall state that they believe the Underwriters and they are entitled to rely upon such opinions of local counsel. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials; provided that such certificates have been delivered to the Underwriters. Such opinion may be subject to assumptions, qualifications and limitations as are reasonable and customary in legal opinions of this type and as shall be satisfactory to counsel for the Underwriters but shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions. (d) Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇, U.S. counsel for the Company, shall have furnished to the Underwriters, their counsel, the Selling Shareholders and their counsel, their written opinion dated the Closing Date, in form and substance satisfactory to you. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS The Registration Statement is a public limited company duly organized, validly existing and in good standing effective under the laws Act, the Company Form F-X was filed with the Commission prior to the effectiveness of Scotland the Registration Statement; and no stop order suspending the effectiveness of the Registration Statement has all requisite power and authority to enter into and perform its obligations been issued and, no proceedings for that purpose have been instituted or are pending or threatened under this Agreement.the Act; (ii) This Agreement has been duly authorizedThe Registration Statement and the U.S. Prospectus and any further amendments and supplements thereto made by the Company prior to the Closing Date (other than the financial statements, executed notes and delivered schedules and the financial or accounting data included therein or omitted therefrom, as to which such counsel need express no opinion) appear on behalf their face to be responsive as to form in all material respects with the requirements of RBS by RBS Securities (as its agent).the Act; (aiii) The Company Form F-X, as of its date, appears on its face to be responsive as to form in all material respects with the requirements of the Act; (iv) No authorizationconsent, approval, consentauthorization, license, exemption, filingorder, registration, notarization clearance or other requirement of government, judicial or public bodies and authorities qualification of or in Scotland with any Governmental Agency of the United States or the State of New York is required to be obtained by RBS in connection with for the issue and sale of the Offered Shares or the consummation by RBS the Company of the transactions contemplated by this Agreement; Agreement (b) Based upon other than the Reorganization Transaction or the Repurchase Transaction), except such counsel’s review of those lawsas have been obtained under the Act and such consents, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated approvals, authorizations, orders, registrations, clearances or qualifications as may be required under state securities or blue sky laws or by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body isre

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of the Underwritten Certificates Bonds shall be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor Issuer and NYSEG contained herein as in this Underwriting Agreement, on the part of NYSEG contained in Article III of the date hereofSale Agreement, as and on the part of NYSEG contained in Section 6.01 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 Servicing Agreement as of the Closing Date; (ii) , to the accuracy of the statements of the Depositor Issuer and NYSEG made in any certificates delivered pursuant to the provisions hereof; (iii) , to the performance by the Depositor Issuer and NYSEG of its their obligations hereunder; , and (iv) to the following additional conditions: (a) The Registration Statement Final Prospectus shall have become effective been filed with the SEC pursuant to Rule 424 under the Securities Act prior to 5:30 P.M., New York time, on the second business day after the date of this Underwriting Agreement. In addition, all material required to be filed by the Issuer or NYSEG pursuant to Rule 433(d) under the Securities Act that was prepared by either of them or that was prepared by any Underwriter and no timely provided to the Issuer or NYSEG shall have been filed with the SEC within the applicable time period prescribed for such filing by such Rule 433(d) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration StatementStatement shall be in effect, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall be pending before, or threatened by, the SEC on the Closing Date; and the Underwriters shall have been instituted orreceived one or more certificates, dated the Closing Date and signed by an officer of NYSEG and the Issuer, as appropriate, to the Depositor’s knowledgeeffect that no such stop order is in effect and that no proceedings for such purpose are pending before, threatened; and or to the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been filed knowledge of NYSEG or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act orIssuer, in as the case of each Issuer Free Writing Prospectusmay be, to threatened by, the extent required by Rule 433 under the 1933 ActSEC. (bc) You shall have received from counsel ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as Counsel for the Underwriters, shall have furnished to the Representatives their written opinion, dated the Closing Date, with respect to the issuance and sale of the Bonds, the Indenture, the other Issuer Documents, the Registration Statement and other related matters; and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (d) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Issuer and NYSEG, shall have furnished to the Representatives their written opinion, in form and substance reasonably satisfactory to the Representatives, dated the Closing Date, regarding certain federal and New York State constitutional matters relating to the Recovery Property. (e) Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for NYSEG and the Issuer, shall have furnished to the Representatives their written opinion, in form and substance reasonably satisfactory to the Representatives, dated the Closing Date, regarding the filing of a favorable voluntary bankruptcy petition by the Issuer; (f) Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Issuer and NYSEG, shall have furnished to the Representatives their written opinion, in form and substance reasonably satisfactory to the Representatives, dated the Closing Date, with respect to the characterization of the transfer of the Recovery Property by NYSEG to the Issuer as a “true sale” for New York law purposes and certain other bankruptcy related matters. (g) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, special regulatory counsel for NYSEG and the Issuer, shall have furnished to the Representatives their opinion, in form and substance reasonably satisfactory to the Representatives, dated the Closing Date, regarding certain New York regulatory issues. (h) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to NYSEG and the Issuer, shall have furnished to the Representatives their written opinion, in form and substance reasonably satisfactory to the Representatives, dated the Closing Date, regarding various issues requested by the Representative, including enforceability and certain New York perfection and priority issues. (i) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (US) LLP, New York State tax counsel for the Issuer and NYSEG, shall have furnished to the Representatives their written opinion, in form and substance reasonably satisfactory to the Representatives, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably requestcertain New York tax matters. (cj) The Depositor ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Issuer and NYSEG, shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, furnished to the effect that: (i) the representations Representatives their written opinion, in form and warranties of the Depositor 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) 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 substance reasonably satisfactory to the Closing Date; and RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificateRepresentatives, dated the Closing Date, with respect to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 additional corporate 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 creditors rights matters relating to the transactions contemplated in this Agreement; Issuer. (k) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President – General Counsel and (ii) you Corporate Secretary of Avangrid Networks, Inc., shall have received from furnished to the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)Representatives her written opinion, in his individual capacity, a certificateform and substance reasonably satisfactory to the Representatives, dated the Closing Date, with respect to certain corporate matters relating to NYSEG. (l) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Issuer and NYSEG, shall have furnished to the effect that: (x) each individual whoRepresentatives their written opinion, as an officer or representative of RBS Securities (as agent for RBS)in form and substance reasonably satisfactory to the Representatives, 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 dated the Closing Date, duly elected or appointedregarding securities laws, qualified including negative assurances. (m) Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Issuer and acting as such officer or representativeNYSEG, shall have furnished to the Representatives their written opinion, in form and substance reasonably satisfactory to the signatures of such persons appearing on such documents and certificates are their genuine signatures; and (y) no event (includingRepresentatives, without limitation, any act or omission on the part of RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on dated the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is that a corporation, duly incorporated, validly existing and court sitting in good standing under bankruptcy would not order the laws substantive consolidation of the State of Delaware, assets and has all requisite corporate power and authority to execute, deliver and perform its obligations under each liabilities of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale Issuer with those of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction NYSEG in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwritersa bankruptcy, as to which such counsel may express no opinionreorganization or other insolvency proceeding involving NYSEG; (ii) any recordation that if NYSEG were to become a debtor in such insolvency proceeding, such court would hold that the Recovery Property is not property of the assignments estate of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completedNYSEG; and (iii) those that, if not so obtained, would not materially regarding bankruptcy and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreementscorporate governance matters. (vin) The statements in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Prospectus under the headings “ERISA Considerations” Issuer and “Material Federal Income Tax Consequences”NYSEG, shall have furnished to the extent that they describe certain matters of federal law or legal conclusions with respect theretoRepresentatives their written opinion, provide a fair in form and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects substance reasonably satisfactory to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinionsRepresentatives, dated the Closing Date Date, regarding certain federal tax matters. (o) ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel for the Indenture Trustee and satisfactory Securities Intermediary, shall have furnished to the Representatives their written opinion, in form and substance reasonably satisfactory to you the Representatives, dated the Closing Date, regarding certain matters relating to the Indenture Trustee and Securities Intermediary. (p) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special Delaware counsel for the UnderwritersIssuer and NYSEG, substantially shall have furnished to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time of Sale and to the Prospectus as of the date thereof and as of the Closing DateRepresentatives their written opinion, dated the Closing Date, in form and substance reasonably satisfactory to youthe Representatives, regarding certain Delaware Uniform Commercial Code matters. (q) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special Delaware counsel for the Issuer and NYSEG, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, regarding certain matters of Delaware law. (gr) You ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special Delaware counsel for the Issuer and NYSEG, shall have received from Scottish counsel furnished to RBS the Representatives their written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, regarding the filing of a voluntary bankruptcy petition. (s) On or before the date of this Underwriting Agreement and on or before the Closing Date, a nationally recognized accounting firm reasonably acceptable to the Representatives shall have furnished to the Representatives one or more reports regarding certain calculations and computations relating to the Bonds, in form or substance reasonably satisfactory to the Representatives, in each case in respect of which the Representatives shall have made specific requests therefor and shall have provided acknowledgment or similar letters to such firm reasonably necessary in order for such firm to issue such reports. (t) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Pricing Prospectus and the Final Prospectus, there shall not have been any change specified in the case letters required by subsection (s) of this Section 9 which is, in the judgment of the following clauses Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds as contemplated by the Registration Statement and the Final Prospectus. (u) The LLC Agreement, the Administration Agreement, the Sale Agreement, the Servicing Agreement and the Indenture and any amendment or supplement to any of the foregoing shall have been executed and delivered. (v) Since the respective dates as of which information is given in each of the Registration Statement and in the Pricing Prospectus and as of the Closing Date there shall have been no (i) material adverse change in the business, property or financial condition of NYSEG and its subsidiaries, taken as a whole, whether or not in the ordinary course of business, or of the Issuer or (ii) adverse development concerning the business or assets of NYSEG and its subsidiaries, taken as a whole, or of the Issuer which would be reasonably likely to result in a material adverse change in the prospective business, property or financial condition of NYSEG and its subsidiaries, taken as a whole, whether or not in the ordinary course of business, or of the Issuer or (iii) development which would be reasonably likely to result in a material adverse change, in the Recovery Property, the Bonds or the Financing Order. (w) At the Closing Date, (i) the Bonds shall be rated at least the ratings set forth in the Pricing Term Sheet by ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), respectively, and the Issuer shall have delivered to the Underwriters a letter from each such rating agency, or other evidence satisfactory to the Underwriters, confirming that the Bonds have such ratings, and (iii)(a)ii) neither of Moody’s and in-house counsel S&P shall have, since the date of this Underwriting Agreement, downgraded or publicly announced that it has under surveillance or review, with possible negative implications, its ratings of the Bonds. (x) The Issuer and NYSEG shall have furnished or caused to RBS Securitiesbe furnished to the Representatives at the Closing Date certificates of officers of NYSEG and the Issuer, reasonably satisfactory to the Representatives, as agent for RBS (to the accuracy of the representations and warranties of the Issuer and NYSEG herein, in the case Sale Agreement, Servicing Agreement and the Indenture at and as of the following clauses Closing Date, as to the performance by the Issuer and NYSEG of all of their obligations hereunder to be performed at or prior to such Closing Date, as to the matters set forth in subsections (ii), (iii)(b), (ivb) and (v))) of this Section and as to such other matters as the Representatives may reasonably request. (y) An issuance advice letter, one in a form consistent with the provisions of the Financing Order, shall have been filed with the Commission and shall have become effective. (z) On or more favorable opinionsprior to the Closing Date, dated the Issuer shall have delivered to the Representatives evidence, in form and substance reasonably satisfactory to the Representatives, that appropriate filings have been or are being made in accordance with New York Utility Corporation Securitization Act, being Chapter 224 of the New York Laws of 2024, the Financing Order and other applicable law reflecting the grant of a security interest by the Issuer in the collateral relating to the Bonds to the Indenture Trustee, including the filing of the requisite financing statements in the UCC records of the office of the Secretary of State of New York. (aa) On or prior to the Closing Date, NYSEG shall have funded the capital subaccount of the Issuer with cash in an amount equal to $3,553,000. (bb) The Issuer and NYSEG shall have furnished or caused to be furnished or agree to furnish to the Rating Agencies at the Closing Date such opinions and certificates as the Rating Agencies shall have reasonably requested prior to the Closing Date. Any opinion letters delivered on the Closing Date to the Rating Agencies beyond those being delivered to the Underwriters above shall either (x) include the Underwriters as addressees or (y) be accompanied by reliance letters addressed to the Underwriters referencing such letters. If any of the conditions specified in this Section 9 shall not have been fulfilled when and as provided in this Underwriting Agreement, or if any of the opinion letters and certificates mentioned above or elsewhere in this Underwriting Agreement shall not be in all material respects reasonably satisfactory in form and substance to you the Representatives and counsel Counsel for the Underwriters, 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 effect that: (i) RBS is a public limited company duly organized, validly existing and Issuer in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreementwriting or by telephone or facsimile confirmed in writing. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of the Underwritten Certificates Securities shall be subject to: (i) to the accuracy of the representations and warranties on the part of BFI and the Depositor Parent contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to Execution Time and 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) to the accuracy of the statements of BFI and the Depositor Parent made in any certificates delivered pursuant to the provisions hereof; (iii) , to the performance by BFI and the Depositor Parent of its their respective obligations hereunder; hereunder and (iv) to the following additional conditions: (a) The Registration Statement Canadian Final Supplement shall have become effective 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 January 2019 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, as amended from time to time, Statement or any part thereof shall have been issued and not withdrawn and no proceedings proceeding for that purpose shall have been instituted initiated or, to the Depositor’s knowledgeknowledge of BFI or the Parent, threatenedthreatened by the Commission; and no order having the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been filed effect of preventing or transmitted for filing with suspending the Commission in accordance with Rule 424 under the 1933 Act or, in the case use of each any prospectus (including any Issuer Free Writing Prospectus) relating to the 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 part of any Qualifying Authority and the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (b) BFI and the Parent shall have requested and caused Torys LLP, Canadian and United States counsel for BFI and the Parent, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for BFI and the Parent, and local counsel in each province of Canada other than Ontario 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 required by Rule 433 under they deem proper, on certificates of responsible officers of BFI or the 1933 ActParent and public officials. (bc) You The Representatives shall have received from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, United States counsel for the Underwriters, a favorable 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 purpose of enabling them to pass upon such matters (it being understood that, to the extent such opinion relates to the laws of Ontario and the federal laws of Canada applicable therein, such counsel shall be entitled to rely on the 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, in form and substance satisfactory to the Representatives acting reasonably, addressed to the Representatives and their counsel, of ▇▇▇▇▇▇, de ▇▇▇▇▇ L.L.P. as to such matters regarding compliance with the Underwritten Certificates as you may reasonably requestlaws 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 Province of Québec. (ce) The Depositor Parent shall have delivered furnished to you the Representatives a certificate of the DepositorParent, signed by an authorized the Chairman of the Board or the Chief Executive Officer and the principal financial or accounting officer of the Depositor and Parent, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the 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 used in connection with the offering of the Securities, and this Agreement and that: : (i) the representations and warranties of BFI and the Depositor Parent in this Agreement are true and correct in all material respects at on and as of the Closing Date with the same effect as if made on the Closing Date; Date and (ii) BFI and the Depositor has in all material respects Parent have complied with all the agreements and satisfied all the conditions on its part that are required hereby their respective parts to be performed or satisfied at or prior to the Closing Date; and RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS hasno stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, in all material respectsto BFI’s or the Parent’s knowledge, 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.threatened; and (diii) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 most recent financial statements included in Section 6(d) hereof which the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus (exclusive of any supplement thereto), there 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 been no material adverse effect on the Closing Datecondition (financial or otherwise), and prospects, earnings, business or properties of the resolutions Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of the Depositor and any required shareholder consent relating to the transactions business, except as set forth in or contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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, Disclosure Package and the signatures Canadian Final Prospectus and the U.S. Final Prospectus (exclusive 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBSsupplement thereto)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You The Parent shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) requested and from special counsel caused Deloitte LLP to have furnished to the Depositor (in Representatives, at the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date Execution Time and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time of Sale and to the Prospectus as of the date thereof and as of the Closing Date, letters, (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to youthe Representatives, concerning the financial information with respect to the Parent set forth in the Disclosure Package, the U.S. Final Prospectus and the Canadian Final Prospectus. (g) You shall have received from Scottish counsel Subsequent to RBS (the Execution Time or, if earlier, the dates as of which information is given in the case Registration Statement (exclusive of any amendment thereto) the following clauses Canadian Final Prospectus and the U.S. Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (any change or decrease specified in the case 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 the following clauses 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 Canadian Final Prospectus and the 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, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereto), the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus (iii)(bexclusive of any amendment or supplement thereto), ; or (iviii) and any decrease in the rating of any of BFI’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (v)), one as defined in Section 3(a)(62) of the Exchange Act) or more favorable opinions, dated 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 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 you 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 effect that: (i) RBS is a public limited company duly organized, validly existing and Parent in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreementwriting or by telephone or facsimile confirmed in writing. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; and (iv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ 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 (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing 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 good standing under the laws Pre-Pricing FWP and the Term Sheet agrees with the Master Tapes prepared by or on behalf of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement.the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and (ii) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus Supplement is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” in the Prospectus Supplement is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the General Master ▇▇▇▇▇▇▇▇, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—▇▇▇▇▇ Fargo Bank, National Association” in the Prospectus Supplement is true and correct in all material respects. (n) 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—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 Trust Advisor, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (t) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon 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’s review of those lawscounsel shall have received such additional information, regulations certificates and rules documents as you or they may have reasonably requested. If any of the State conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of New York and the United States of America that are normally applicable to transactions any covenants or agreements contained herein or if any of the type contemplated by 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 AgreementUnderwriters, to such counsel’s knowledge, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state by telephone or federal court or governmental agency or body istelegraph confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and UBS AG contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS UBS AG shall have delivered to you a certificate of RBSUBS AG, signed by an authorized officer of RBS UBS AG and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSUBS AG, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSUBS AG) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS UBS AG under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)UBS AG) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSUBS AG, as in effect on the Closing Date, and of the resolutions of RBS UBS AG and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.the Initial 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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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 and Certificate Administrator, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee and the Certificate Administrator” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, notarization 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 Servicer” in the Prospectus is true and correct in all material respects. (m) 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, 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. (n) [RESERVED] (o) You shall have received from the Secretary or an Assistant Secretary of the KeyBank Primary Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the KeyBank Primary Servicer under the heading “Transaction Parties—The Primary Servicer—KeyBank National Association” 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 and Asset Representations Reviewer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Operating Advisor and 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 and Service Provider a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and MSMCH contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS MSMCH shall have delivered to you a certificate of RBSMSMCH, signed by an authorized officer of RBS MSMCH and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSMSMCH, a good standing certificate from the Registrar Secretary of Companies for Scotland State of the State of New York and (ii) with respect to the Depositor 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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSMSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS MSMCH under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)MSMCH) of the certificate of incorporation, resolutions and articles of association organization and operating agreement of RBSMSMCH, as in effect on the Closing Date, and of the resolutions of RBS MSMCH and any required shareholder member consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 Reports and letters satisfactory in form and substance to you and counsel for the Underwriters, to the effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his or her individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, in his or her 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 Servicer—▇▇▇▇▇ Fargo Bank, National Association” in the Prospectus is true and correct in all material respects. (n) 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, 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 the Outsider Special Servicer, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Outsider Special Servicer under the heading “Transaction Parties—The Special Servicer—The BANK 2023-BNK45 Special 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (t) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bu) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and Barclays Holdings contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and (iva) in the 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 under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (v) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS Barclays Holdings shall have delivered to you a certificate of RBSBarclays Holdings, signed by an authorized officer of RBS Barclays Holdings and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland Barclays Holdings and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his their individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 formation and by-laws limited liability company agreement 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 RBS Securities (as agent for RBS)Barclays Holdings, in his their individual capacity, a certificate, dated the Closing Date, to the effect that: (xA) each individual who, as an officer or representative of RBS Securities (as agent for RBS)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 (yB) no event (including, without limitation, any act or omission on the part of RBSBarclays Holdings) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS Barclays Holdings under the laws of Scotlandthe State of Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)Barclays Holdings) of the certificate of incorporation, resolutions and articles by-laws or similar organizational documents of association of RBSBarclays Holdings, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this AgreementBarclays Holdings. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein their individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Certificate Administrator, notarization or in their individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the Master Servicer, in their 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 Servicer” in the Prospectus is true and correct in all material respects. (n) You shall have received from an officer of the Special Servicer, in their 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 Special Servicer” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the LNR Affiliated Special Servicer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the LNR Affiliated Special Servicer under the heading “Transaction Parties—The Affiliated Special Servicers—LNR Partners, LLC” in the Prospectus is true and correct in all material respects. (p) You shall have received from an officer of the ASC Affiliated Special Servicer, in their individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the ASC Affiliated Special Servicer under the heading “Transaction Parties—The Affiliated Special Servicers—Argentic Services Company LP” in the Prospectus is true and correct in all material respects. (q) 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-C4 Servicer, the FIVE 2023-V1 Servicer and the BBCMS 2022-C18 Servicer” in the Prospectus is true and correct in all material respects. (r) 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. (s) 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. (t) 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. (u) 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 LNR Affiliated Special Servicer, the ASC Affiliated Special Servicer, the Non-Serviced Master 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 and counsel for the Underwriters. (v) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (w) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bx) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the case of (i) Basis, Basis Investment and (ivii) Liberty, LIG) of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (v) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ 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 (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing financial or statistical nature set forth (A) in the Preliminary FWP and in good standing Prospectus Supplement under the laws captions “Summary,” “Description of Scotland the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus Supplement and perform its obligations under this Agreement.the Preliminary FWP, (C) in the Term Sheet and (D) in each 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) This Agreement has been duly authorizedthey have compared 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus Supplement is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” in the Prospectus Supplement is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the General Master ▇▇▇▇▇▇▇▇, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—▇▇▇▇▇ Fargo Bank, National Association” in the Prospectus Supplement is true and correct in all material respects. (n) 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—Rialto Capital Advisors” 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 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—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 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. (q) You shall have received from counsel for each Mortgage Loan Seller, the General Master Servicer, the General Special Servicer, the NCB Servicer, the Trust Advisor, the Trustee and the Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon 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’s review of those lawscounsel shall have received such additional information, regulations certificates and rules documents as you or they may have reasonably requested. If any of the State conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of New York and the United States of America that are normally applicable to transactions any covenants or agreements contained herein or if any of the type contemplated by 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 AgreementUnderwriters, to such counsel’s knowledge, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and BANA contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS BANA shall have delivered to you a certificate of RBSBANA, signed by an authorized officer of RBS BANA and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBSB▇▇▇, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor 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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 RBS Securities (as agent for RBS)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 RBS Securities (as agent for RBS)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 RBSBANA) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS BANA under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)BANA) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSBANA, as in effect on the Closing Date, and of the resolutions of RBS BANA and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))B▇▇▇, 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Certificate Administrator, notarization or in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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 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 KeyBank, 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 BX 2019-OC11 Master Servicer, the GSMS 2020-GC47 Special Servicer, the BWAY 2019-1633 Master Servicer and the Benchmark 2020-B16 Special Servicer” in the Prospectus is true and correct in all material respects. (r) You shall have received from an officer of Situs, 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 BX 2019-OC11 Special Servicer, the MKT 2020-525M Special Servicer and the BWAY 2020-1633 Special Servicer” 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 Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, KeyBank and Situs a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (t) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (u) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bv) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and ▇▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the case of LCF, the LC Guarantors, in the case of BSP, BSPRT, and in the case of Barclays, Barclays Holdings, to the same extent as Barclays) of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (xA) each individual who, as an officer or representative of RBS Securities (as agent for RBS)▇▇▇▇▇ 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 (yB) no event (including, without limitation, any act or omission on the part of RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Certificate Administrator, notarization or in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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 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 Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing financial or statistical nature set forth (A) in the Preliminary FWP and in good standing Prospectus Supplement under the laws captions “Summary,” “Description of Scotland the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus Supplement and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus Supplement is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” in the Prospectus Supplement is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus Supplement is true and correct in all material respects. (n) 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, 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (q) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (r) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bs) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and Barclays Holdings contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and (iva) in the 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, BSPRT to the same extent as BSPRTCF) of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (v) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS Barclays Holdings shall have delivered to you a certificate of RBSBarclays Holdings, signed by an authorized officer of RBS Barclays Holdings and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar of Companies for Scotland Barclays Holdings and (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 received from the Secretary or an Assistant Secretary of the Depositor, 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 the Depositor, 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 formation and by-laws limited liability company agreement 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 RBS Securities (as agent for RBS)Barclays Holdings, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (xA) each individual who, as an officer or representative of RBS Securities (as agent for RBS)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 (yB) no event (including, without limitation, any act or omission on the part of RBSBarclays Holdings) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS Barclays Holdings under the laws of Scotlandthe State of Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)Barclays Holdings) of the certificate of incorporation, resolutions and articles by-laws or similar organizational documents of association of RBSBarclays Holdings, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this AgreementBarclays Holdings. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes ▇-▇, ▇-▇ and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Certificate Administrator, notarization or in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the Master Servicer, 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 Servicer and Special Servicer” in the Prospectus is true and correct in all material respects. (n) 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 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 Certificate Administrator, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and ▇▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the case of Ladder, ▇▇ ▇▇▇▇, LCFH and LC TRS) of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the General Master ▇▇▇▇▇▇▇▇, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—▇▇▇▇▇ Fargo Bank, National Association” in the Prospectus is true and correct in all material respects. (n) 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—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 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 BNK1 Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the BNK1 Special Servicer under the heading “Transaction Parties—Affiliated Servicer” 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 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 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. (s) You shall have received from counsel for each Mortgage Loan Seller, the General Master Servicer, the General Special Servicer, the NCB Servicer, the BNK1 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 and counsel for the Underwriters. (t) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (u) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bv) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS W▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBSW▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS W▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS W▇▇▇▇ 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) RBS W▇▇▇▇ 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. (d) You shall have received (i) with respect to RBSW▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)W▇▇▇▇ 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 RBS Securities (as agent for RBS)W▇▇▇▇ 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 RBSW▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS W▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)W▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSW▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS W▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))W▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing financial or statistical nature set forth (A) in the Preliminary FWP and in good standing Prospectus Supplement under the laws captions “Summary,” “Description of Scotland the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus Supplement and perform its obligations under this Agreement.the Preliminary FWP, (C) in the Term Sheet and (D) in the Pre-Pricing FWPs 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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus Supplement is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” in the Prospectus Supplement is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the General Master S▇▇▇▇▇▇▇, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—W▇▇▇▇ Fargo Bank, National Association” in the Prospectus Supplement is true and correct in all material respects. (n) 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 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 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 Supplement is true and correct in all material respects. (p) [Reserved.] (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 Servicer, the Trust Advisor, the Trustee and the Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (t) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon 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’s review of those lawscounsel shall have received such additional information, regulations certificates and rules documents as you or they may have reasonably requested. If any of the State conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of New York and the United States of America that are normally applicable to transactions any covenants or agreements contained herein or if any of the type contemplated by 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 AgreementUnderwriters, to such counsel’s knowledge, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; and (iv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS W▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBSW▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS W▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS W▇▇▇▇ 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) RBS W▇▇▇▇ 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. (d) You shall have received (i) with respect to RBSW▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)W▇▇▇▇ 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 RBS Securities (as agent for RBS)W▇▇▇▇ 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 RBSW▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS W▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)W▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSW▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS W▇▇▇▇ 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 (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))W▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing financial or statistical nature set forth in the Preliminary FWP and in good standing Prospectus Supplement under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body iscaptions “Summary”,

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and ▇▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Certificate Administrator, notarization or in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the General Master ▇▇▇▇▇▇▇▇, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Master Servicer under the heading “Transaction Parties—The Master Servicers—▇▇▇▇▇ Fargo Bank, National Association” in the Prospectus is true and correct in all material respects. (n) You shall have received from an officer 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—KeyBank National Association” in the Prospectus is true and correct in all material respects. (o) You shall have received from an officer of the Co-op Master Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Co-op 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 Co-op Special Servicer, in his individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the Co-op 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 Co-op Master Servicer, the Co-op 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 and counsel for the Underwriters. (t) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (u) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bv) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase and pay for its allocated share allotment of the Underwritten Certificates shall subject to this Agreement will be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of hereof and the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Specified Delivery Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) to the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) thereof, to the performance by the Depositor in all material respects of its obligations hereunder; hereunder and (iv) to the following additional conditionsconditions precedent: (a) The Registration Statement You shall have become effective received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 the Underwriters and counsel for the Underwriters, 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 the Underwriters may reasonably request and as are agreed to by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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, as amended from time to time, Statement shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted orinstituted, or to the Depositor’s knowledgeknowledge of the Depositor or any Underwriter, threatened; and shall be contemplated by the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been 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 1933 Act. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request.Commission; (c) The Depositor shall have delivered unless otherwise specified in Schedule I, the Certificates subject to you a certificate this Agreement and offered by means of the DepositorRegistration Statement shall be rated the ratings specified in Schedule I, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor in this Agreement are true and correct in all material respects at and as of the Closing Date shall not have been lowered or placed on any credit watch 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 RBS shall have delivered to you a certificate of RBS, signed by an authorized officer of RBS and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS 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) RBS 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.negative implication for downgrade; (d) You you shall have received (i) with respect to RBS, a good standing certificate from the Registrar an opinion of Companies for Scotland and (ii) with respect in-house counsel to the Depositor Depositor, dated the Specified Delivery Date, in substantially the same form as Exhibit A attached hereto; (e) you shall have received opinions and a good standing certificate from the Secretary letter of State of the State of DelawareSidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, each dated not earlier than 30 days prior special counsel to the Closing Depositor, dated the Specified Delivery Date., in substantially the same forms as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, attached hereto; (f) you shall have received an opinion of in-house counsel to Column, dated the Specified Delivery Date, in substantially the same form as Exhibit C attached hereto; (g) you shall have received an opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, special counsel to Column, dated the Specified Delivery Date, in substantially the same form as Exhibit D attached hereto; (h) you shall have received an opinion of in-house counsel to KeyBank, the Master Servicer and the Special Servicer, dated the Specified Delivery Date, in substantially the same form as Exhibit E attached hereto; (i) You you shall have received from the Secretary or an Assistant Secretary opinion and a letter of the Depositor▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, in his individual capacityP.C., a certificatespecial counsel to KeyBank, dated the Closing Specified Delivery Date, in substantially the same forms as Exhibit F-1 and Exhibit F-2, respectively, attached hereto; (j) you shall have received an opinion of Phillips, Lytle, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to KeyBank, the Master Servicer and the Special Servicer, dated the Specified Delivery Date, in substantially the same form as Exhibit G attached hereto; (k) you shall have received an opinion of in-house counsel to First Union, dated the Specified Delivery Date, in substantially the same form as Exhibit H attached hereto; (l) you shall have received opinions and a letter of Cadwalader ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, special counsel to First Union, dated the Specified Delivery Date, in substantially the same forms as Exhibit I-1, Exhibit I-2 and Exhibit I-3, respectively, attached hereto; (m) you shall have received opinions of counsel to the effect that: (x) each individual whoTrustee, as an officer or representative of dated the Depositor, 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 Specified Delivery Date, duly elected or appointedin substantially the same forms as Exhibit J-1 and Exhibit J-2, qualified and acting as such officer or representativerespectively, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; and attached hereto; (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 (iin) you shall have received from the Secretary or an Assistant Secretary counsel referred to in clauses 6(d) through 6(m) above copies of RBS Securities (as agent for RBS)any other opinions rendered thereby to the rating agencies identified on Schedule I hereto in connection with the issuance of the Certificates, in his individual capacity, a certificatetogether with reliance letters, dated the Closing Specified Delivery Date, authorizing you to rely on those opinions as if they were addressed to you; (o) each of you shall have received from your counsel a favorable opinion, dated the Specified Delivery Date, covering such matters as you may reasonably request relating to the effect that: issuance of the Certificates; (xp) each individual whoyou 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 an officer or representative Exhibit K-1 and Exhibit K-2; (q) you shall have received a certificate of RBS Securities (as agent for RBS)the Trustee, signed this Agreement by one or any other document more duly authorized officers of the Trustee, dated the Specified Delivery Date, in substantially the same form as Exhibit L; (r) you shall have received a certificate of the Master Servicer and Special Servicer, signed by one or certificate delivered on or before more duly authorized officers of the Closing Date Master Servicer and Special Servicer, dated the Specified Delivery Date, in substantially the same form as Exhibit M; and (s) Column, KeyBank and First Union shall have sold the Mortgage Loans to the Depositor, pursuant to the Mortgage Loan Purchase Agreements; and (t) all proceedings in connection with the transactions contemplated herein, was at the respective times of such signing by this Agreement 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 all documents and certificates are their genuine signatures; and (y) no event (including, without limitation, any act or omission on the part of RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate incident hereto shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case of the following clauses (i) through (v)) and from special counsel to the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinions, dated the Closing Date and reasonably satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delawareyour counsel, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and your counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one such additional information, certificates and documents as you or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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 youthey may have reasonably requested. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and ▇▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the case of LCF, the LC Guarantors) of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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, 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS Société Générale shall have delivered to you a certificate of RBSSociété Générale, signed by an authorized officer of RBS Société Générale and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS Société Générale 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) RBS Société Générale 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. (d) You shall have received (i) with respect to RBSSociété Générale, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 formation or the limited liability company agreement 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 RBS Securities (as agent for RBS)Société Générale, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS)Société Générale, 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 RBSSociété Générale) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS Société Générale under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)Société Générale) of the certificate of incorporation, resolutions Société Générale’s organizational documents and articles of association of RBSby-laws, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))Société Générale, 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 Accountant’s Due Diligence Report and letters satisfactory in form and substance to you and counsel for the Underwriters, to the effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary,” “Description of Scotland the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes A-▇, ▇-▇ and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, notarization in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from the Secretary or an Assistant Secretary of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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, 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 Asset Representations Reviewer a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and W▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS W▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBSW▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS W▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS W▇▇▇▇ 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) RBS W▇▇▇▇ 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. (d) You shall have received (i) with respect to RBSW▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)W▇▇▇▇ 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 RBS Securities (as agent for RBS)W▇▇▇▇ 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 RBSW▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS W▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)W▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBSW▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS W▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))W▇▇▇▇ 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) RBS is a public limited company duly organized, validly existing and any intended or possible downgrading or (ii) any review or possible changes in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreementsuch ratings. (iik) This Agreement has been duly authorizedYou shall have received from an officer of the Trustee, executed in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator and delivered on behalf of RBS by RBS Securities (as its agent)Trustee” in the Prospectus is true and correct in all material respects. (al) No authorizationYou shall have received from an officer of the Certificate Administrator, approvalin his individual capacity, consenta certificate, licensedated the Closing Date, exemptionto the effect that the information under the heading “Transaction Parties—The Certificate Administrator and Trustee” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the Master Servicer, filingin his individual capacity, registrationa certificate, notarization dated the Closing Date, to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master Servicer” in the Prospectus is true and correct in all material respects. (n) 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 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 his or her 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 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 Special Servicer, the 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 and counsel for the Underwriters. (s) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (t) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bu) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation of each Underwriter hereunder to purchase its allocated share of the Underwritten Registered Certificates shall be subject to: (i) the accuracy of the representations and warranties on the part of the Depositor and ▇▇▇▇▇ Fargo Bank contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus Supplement or any supplement thereto is filed with the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor and each Mortgage Loan Seller (and, in the case of LCF, the LC Guarantors) of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (ivv) the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus Supplement and each Issuer Free Writing Prospectus all other Time of Sale Information shall have been 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 1933 Act, as applicable. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Registered Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 RBS ▇▇▇▇▇ Fargo Bank shall have delivered to you a certificate of RBS▇▇▇▇▇ Fargo Bank, signed by an authorized officer of RBS ▇▇▇▇▇ Fargo Bank and dated the Closing Date, to the effect that: (i) the representations and warranties of RBS ▇▇▇▇▇ 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) RBS ▇▇▇▇▇ 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. (d) You shall have received (i) with respect to RBS▇▇▇▇▇ Fargo Bank, a good standing certificate from of the Registrar Office of Companies for Scotland the Comptroller of the Currency and (ii) with respect to the Depositor a good standing certificate from the Secretary of State of the State of DelawareNorth 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 Depositor, 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 the Depositor, 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 DelawareNorth 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS Securities (as agent for RBS)▇▇▇▇▇ 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 RBS▇▇▇▇▇ Fargo Bank) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS ▇▇▇▇▇ Fargo Bank under the laws of Scotlandthe 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 RBS Securities (as agent for RBS)▇▇▇▇▇ Fargo Bank) of the certificate of incorporation, resolutions and articles of association and by-laws of RBS▇▇▇▇▇ Fargo Bank, as in effect on the Closing Date, and of the resolutions of RBS ▇▇▇▇▇ Fargo Bank and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for of the Depositor (in the case of the following clauses (i) through (v)) and from or special counsel to the Depositor (in the case of the following clauses (vi) through (xii))Depositor, one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially to the effect that: (i) The Depositor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and this Agreement. (ii) Neither the issuance or sale of the Underwritten Certificates nor the execution, delivery or performance of the terms of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements conflicts with or result in a breach or violation of, or constitute a default under, (a) the articles of incorporation or by-laws of the Depositor, (b) to such counsel’s knowledge, any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, (c) any statute or regulation applicable to the Depositor, or (d) to such counsel’s knowledge, any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iii) To such counsel’s knowledge, there are no legal or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that (a) assert the invalidity of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates, (b) seeks to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c) would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or the Certificates or any material rights with regard to any Mortgaged Property, or if adversely determined, would have a material adverse effect on the financial condition of the Depositor; for purposes of the foregoing, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel a present intention to initiate such actions, investigations or proceedings. (iv) Each of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor. (v) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated in this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, except (i) such as may be required under the “Blue Sky” laws of any jurisdiction in connection with the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling and Servicing Agreement that has not yet been completed; and (iii) those that, if not so obtained, would not materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements. (vi) The statements in the Prospectus under the headings “ERISA Considerations” and “Material Federal Income Tax Consequences”, to the extent that they describe certain matters of federal law or legal conclusions with respect thereto, provide a fair and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date; (xi) The statements contained in the Prospectus Supplement under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the Depositor, in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that . (ig) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (gh) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v))▇▇▇▇▇ 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 effect thatfollowing effect: (i) RBS is they have performed certain specified procedures as a public limited company duly organizedresult of which they have determined that the information of an accounting, validly existing and financial or statistical nature set forth (A) in good standing the Prospectus under the laws captions “Summary of Scotland Terms,” “Description of the Mortgage Pool” and has all requisite power “Yield and authority Maturity Considerations”, (B) on Annexes ▇-▇, ▇-▇ and A-3 to enter into each of the Prospectus and perform its obligations under this Agreement.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) This Agreement has been duly authorizedthey 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, executed and delivered on behalf of RBS by RBS Securities (as its agent)found such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter. (aj) No authorizationYou 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, approvalas of the Closing Date, consentno 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, licensein his individual capacity, exemptiona certificate, filingdated the Closing Date, registrationto the effect that the information under the heading “Transaction Parties—The Trustee” in the Prospectus is true and correct in all material respects. (l) You shall have received from an officer of the Certificate Administrator, notarization or in his individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator” in the Prospectus is true and correct in all material respects. (m) You shall have received from an officer of the Master Servicer, 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 Servicer” in the Prospectus is true and correct in all material respects. (n) 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 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 Certificate Administrator a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (r) You shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor 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 requirement of government, judicial or public bodies matters related thereto. Any such opinions shall be dated the Closing Date and authorities of or in Scotland is required addressed to be obtained by RBS the Underwriters. (s) All proceedings in connection with the consummation by RBS of the transactions contemplated by this Agreement; 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 requested. (bt) Based upon such counsel’s review The Depositor shall timely comply with all requirements of those laws, regulations Rules 15Ga-2 and rules 17g-5 under the 1934 Act to the satisfaction of the State of New York and the United States of America that are normally applicable to transactions Underwriters. If any of the type contemplated by the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to such counsel’s knowledgeabove 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, no consent, approval, authorization or order ofthis Agreement and all obligations of the Underwriters hereunder may be canceled at, or filing at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or registration with, any state or federal court or governmental agency or body isby telephone confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation obligations of each Underwriter hereunder the Underwriters to purchase its allocated share of and pay for the Underwritten Certificates shall Offered Notes will be subject to: (i) to the accuracy of the representations and warranties on the part of the Depositor contained herein as of the date hereofherein, 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 officers of the Depositor made in any certificates delivered pursuant to the provisions hereof; (iii) , to the performance by the Depositor of its obligations hereunder; hereunder and (iv) to the following additional conditionsconditions precedent: (a) The Registration Statement Prospectus and any supplements thereto shall have become effective 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, as amended from time to time, Statement shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or, to the Depositor’s knowledgeknowledge of the Depositor or you, threatened; and the Prospectus Supplement and each Issuer Free Writing Prospectus shall have been filed or transmitted for filing with be contemplated by 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 or by Rule 433 under the 1933 Actany authority administering any state securities or blue sky law. (b) You shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters regarding the Underwritten Certificates as you may reasonably request. (c) The Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor and dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor 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) 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 On or prior to the Closing Date; and RBS , you shall have delivered to you received a certificate letter, dated as of RBS, signed by an authorized officer of RBS and dated the Closing Date, of KPMG LLP, certified public accountants, substantially in the form of the drafts to which you have previously agreed and otherwise in form and substance satisfactory to you and your counsel. (c) Subsequent to the effect that: execution 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 or any development involving a prospective change in or affecting particularly the representations and warranties of RBS in this Agreement are true and correct in all material respects at and as business or properties of the Closing Date with Trust, the same effect as if made on Depositor, the Closing DateCompany, DaimlerChrysler Corporation or DaimlerChrysler AG which, in the judgment of the Underwriters, materially impairs the investment quality of the Offered Notes or makes it impractical or inadvisable to market the Offered Notes; and (ii) RBS hasany 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 all 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 sale of and payment for the Offered Notes or (vi) a material respects, complied with all disruption has occurred in securities settlement or clearance services in the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateUnited States. (d) You shall have received (i) with respect to RBS, a good standing certificate from the Registrar an opinion of Companies for Scotland and (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 received from the Secretary or an Assistant Secretary of the Depositor, in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor, 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 RBS Securities (as agent for RBS), in his individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of RBS Securities (as agent for RBS), 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 RBS) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected the existence of RBS under the laws of Scotland. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of RBS Securities (as agent for RBS)) of the certificate of incorporation, resolutions and articles of association of RBS, as in effect on the Closing Date, and of the resolutions of RBS and any required shareholder consent relating to the transactions contemplated in this Agreement. (f) You shall have received from in-house counsel for the Depositor (in the case office of the following clauses (i) through (v)) General Counsel of DCFS and from special counsel the Company, addressed to you and the Depositor (in the case of the following clauses (vi) through (xii)), one or more favorable opinionsIndenture Trustee, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters substantially your counsel, to the effect that: (i) The Depositor DCFS has been duly organized and is a corporation, duly incorporated, validly existing and as a limited liability company in good standing under the laws of the State of Delaware, and has all requisite corporate Michigan with full power and authority to executeown its properties and conduct its business as presently conducted by it, deliver and to enter into and perform its obligations under each of this Agreement, the Pooling Sale and Servicing Agreement, the Mortgage Loan Purchase Agreements Agreement, the Trust Agreement, and this 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 issuance or sale transfer of the Underwritten Certificates Receivables from the Depositor to the Trust, nor the execution, delivery or performance assignment of the terms 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 Pooling Purchase Agreement, the Trust Agreement, the Administration Agreement, or the Sale and Servicing Agreement by DCFS, nor the execution and delivery of the Trust Agreement and the Mortgage Loan Purchase Agreements conflicts with 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 breach material breach, violation or violation acceleration of, or constitute a default under, (a) any term or provision of the articles of incorporation organization or by-laws operating agreement of DCFS or the DepositorCompany, (b) to such counsel’s knowledge, or of any indenture or other material agreement or material instrument to which DCFS or the Depositor Company is a party or by which it either of them is bound, (c) or result in a violation of or contravene the terms of any statute statute, order or regulation applicable to DCFS or the Depositor, or (d) to such counsel’s knowledge, any order Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositoreither of them. (iiix) To There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge's knowledge after due inquiry, there are no legal threatened before any court, administrative agency or governmental actions, investigations or proceedings pending to which the Depositor is a party, or threatened against the Depositor, that other tribunal (a1) assert asserting the invalidity of this Agreement, the Pooling and Servicing Agreement and Trust or any of the Mortgage Loan Purchase Agreements or the CertificatesBasic Documents, (b2) seeks seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreementany of the Basic Documents or the execution and delivery thereof, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements or (c3) would that might materially and adversely affect the performance by the Depositor DCFS of its obligations under, or the validity or enforceability of, any of this Agreement, the Pooling Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Mortgage Loan Purchase Agreements Agreement, or the Certificates 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 rights with regard agreement to any Mortgaged Propertywhich the Depositor or the Company is a party or by which either of them is bound, which default has or if adversely determined, would have a material adverse effect on the financial condition condition, earnings, prospects, business or properties of the Depositor; for purposes of the foregoingDepositor and its subsidiaries, such counsel will be permitted to state that he or she has not regarded any legal or governmental actions, investigations or proceedings to be “threatened” unless the potential litigant or governmental authority has manifested to such counsel taken as a present intention to initiate such actions, investigations or proceedingswhole. (ivxii) Each Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of this Agreement, (x) the Pooling and Servicing Company contained in the Purchase Agreement and the Mortgage Loan Purchase Agreements has been duly authorized, executed and delivered by the Depositor.Trust Agreement are other than as stated therein or (vy) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, to the knowledge of such counsel, no consent, approval, authorization of, registration or filing with, or notice to, any state or federal court or other governmental agency or body is required for the consummation by the Depositor of the transactions contemplated DCFS contained in this Agreement, the Pooling 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 Mortgage Loan Purchase Agreementsother property to be transferred by it to the Trust. The assignment of the Receivables, except (i) such as may 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 required under the “Blue Sky” laws conveyed thereby, free and clear of any jurisdiction in connection with liens, security interests or encumbrances except as specifically permitted pursuant to the purchase and the offer and sale of the Underwritten Certificates by the Underwriters, as to which such counsel may express no opinion; (ii) any recordation of the assignments of the Mortgage Loans required under the Pooling Sale and Servicing Agreement that has not yet been completed; and or any other Basic Document. (iiixiv) those that, if not so obtained, would not materially and adversely affect Immediately prior to the ability transfer of the Depositor Receivables to perform its obligations under this 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 Pooling and Servicing Trust Agreement, the Indenture, the Purchase Agreement and the Mortgage Loan Purchase AgreementsAdministration Agreement conform in all material respects with the descriptions thereof contained in the Prospectus (and any supplement thereto). (vixviii) The statements in the Prospectus under the headings “ERISA Considerations” "Risk Factors -- Trusts May Not Have a Perfected Security Interest in Certain Financed Vehicles" and “Material Federal Income Tax Consequences”"-- 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 that they describe certain constitute matters of federal law or legal conclusions with respect thereto, provide a fair have been reviewed by such counsel and accurate summary of such matters and conclusions; (vii) As described in the Prospectus Supplement and assuming compliance with the Pooling and Servicing Agreement, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC within the meaning of Sections 860A through 860G (the “REMIC Provisions”) of the Internal Revenue Code of 1986, as amended (the “Code”); (viii) The Pooling and Servicing Agreement should not be required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund created under the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act; (ix) Each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, liquidation, receivership, moratorium, reorganization and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except that: (a) provisions purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set off, (b) provisions relating to submission to jurisdiction, venue or service of process or (c) provisions purporting to prohibit, restrict or condition the assignment of, or grant of a security interest in, the rights under the Mortgage Loan Purchase Agreements or the Pooling and Servicing Agreement or property subject thereto, may be limited by applicable law or considerations of public policy; (x) The Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (in each case, with the exception of any information incorporated by reference therein, any numerical, financial, statistical and computational information included therein, any Mortgage Loan Seller Covered Information, any Master Servicer Covered Information, any Special Servicer Covered Information, any Primary Servicer Covered Information, any Certificate Administrator Covered Information, any Trust Advisor Covered Information and any Trustee Covered Information), appeared on their respective faces to be appropriately responsive are correct in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder applicable to such documents as of the relevant date;respects. (xixix) The statements contained in the Prospectus Supplement and any supplement thereto under the heading “Description of the Offered Certificates”, insofar as such statements purport to summarize material terms of the Certificates, are correct in all material respects; and (xii) When the Certificates have been duly authorized, executed, authenticated and delivered in the manner contemplated in the Pooling and Servicing Agreement and the Underwritten Certificates have been paid for by, and sold to the Underwriters pursuant to this Agreement, the Underwritten Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement. Such opinions may express their reliance as to factual matters headings "Payments on the representations and warranties made byNotes", and on certificates or other documents furnished by officers and/or authorized representatives of, the parties to this Agreement and the Pooling and Servicing Agreement and on certificates furnished by public officials. Such opinion, to the extent covering clauses (iv), (ix) and (xii), may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto. Such opinion, to the extent covering clause (iv) and clauses (vi) through (xii) may be qualified as an opinion only "Payments on the laws of the State of New York and the federal law of the United States. You shall have also been advised by special counsel to the DepositorSecurities", in one of the foregoing opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, substantially to the effect that (i) the Registration Statement became effective on a date certain under the 1933 Act, (ii) to such counsel’s knowledge, the Registration Statement is effective on the Closing Date and (iii) to such counsel’s knowledge, no stop order with respect thereto has been issued by the Commission. You shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as of the Time 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. (g) You shall have received from Scottish counsel to RBS (in the case of the following clauses (i) and (iii)(a)) and in-house counsel to RBS Securities, as agent for RBS (in the case of the following clauses (ii), (iii)(b), (iv) and (v)), one or more favorable opinions, dated the Closing Date and satisfactory in form and substance to you and counsel for the Underwriters, to the effect that: (i) RBS is a public limited company duly organized, validly existing and in good standing under the laws of Scotland and has all requisite power and authority to enter into and perform its obligations under this Agreement. (ii) This Agreement has been duly authorized, executed and delivered on behalf of RBS by RBS Securities (as its agent). (a) No authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of government, judicial or public bodies and authorities of or in Scotland is required to be obtained by RBS in connection with the consummation by RBS of the transactions contemplated by this Agreement; (b) Based upon such counsel’s review of those laws, regulations and rules of the State of New York and the United States of America that are normally applicable to transactions of the type contemplated by the Agreement, to such counsel’s knowledge, no consent, approval, authorization or order "Form of, or filing or registration with, any state or federal court or governmental agency or body is