(approximate) [NOTE CAPTION] [PUBLICLY OFFERED NOTES] Underwriting Agreement

$[_____]
(approximate)

[NOTE CAPTION]
[PUBLICLY OFFERED NOTES]

[DATE]

Ladies and Gentlemen:

3650 REIT Commercial Mortgage Securities II LLC, a Delaware limited liability company (the “Depositor”), proposes to [sell to][engage] the several Underwriters listed in Schedule I (the “Underwriters”) [to act as placement agents in conjunction with the offer and sale of] $[_____] (approximate) principal balance of [NOTE CAPTION], [PUBLICLY OFFERED NOTES] (the “Offered Notes”) as set forth in Schedule I. The Offered Notes, together with the [NOTE CAPTION], [PRIVATELY OFFERED NOTES] (the “Private Notes”), are collectively referred to herein as the “Notes.” The Notes will represent non-recourse obligations of [ISSUER] (the “Issuer”) secured by a segregated pool of fixed-rate mortgage loans secured by commercial properties, as described in the Prospectus referred to below (the “Mortgage Loans”), and certain moneys received under each Mortgage Loan, after the cut-off date for such Mortgage Loan, which shall be: (i) the related due date of such Mortgage Loan in [DATE] or (ii) with respect to any Mortgage Loan that has its first due date in [DATE], the date that would have otherwise been the related due date in [DATE].  The Notes will be issued pursuant to the provisions of an indenture and servicing agreement to be dated as of [DATE] (the “Indenture and Servicing Agreement”), between the Depositor, the Issuer, [MASTER SERVICER], as master servicer (the “Master Servicer”), [SPECIAL SERVICER], as Special Servicer (the “Special Servicer”), [NOTE ADMINISTRATOR AND INDENTURE TRUSTEE], as note administrator and as indenture trustee (the “Note Administrator and Indenture Trustee”), [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer (the “Asset Representations Reviewer”), and [OPERATING ADVISOR], as operating advisor (the “Operating Advisor”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture and Servicing Agreement as in effect on the Closing Date (as defined below).

The Depositor hereby confirms its agreement with the several Underwriters, as follows:

The Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form SF‑3 (No. 333‑[_______]), as amended,  relating to the Offered Notes. The Depositor also has prepared and filed with the Commission a preliminary prospectus dated [______] (the “[Initial] Preliminary Prospectus”)[, as supplemented by a supplement

thereto dated [_________] (the “Supplement”, and together with the Initial Preliminary Prospectus, the “Preliminary Prospectus”), each] specifically relating to the Offered Notes, in accordance with Rule 424(h) and Rule 430(D) under the Securities Act.  [INCLUDE  BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]  The Depositor also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) under the Securities Act a prospectus specifically relating to the Offered Notes (the “Prospectus”).  The registration statement as amended at the time when it became effective, or, if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, is referred to in this Agreement as the “Registration Statement.”  Any reference in this Agreement to the Registration Statement used in connection with the offering of the Offered Notes, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 10(d) of Form SF‑3 under the Securities Act, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include any documents filed after the date the Registration Statement became effective, or the date of the Preliminary Prospectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein.

At or prior to the time when sales to investors of the Offered Notes were first made (the “Time of Sale”), the Depositor had prepared the following information (collectively, the “Time of Sale Information”): (i) a structural and collateral term sheet dated [DATE] (the cover page of which is attached hereto as Annex A) (the “Term Sheet”) constituting  a “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) (a “Free Writing Prospectus”), (ii) the Preliminary Prospectus (the cover page of which is attached hereto as Annex B) [, and (iii) [IDENTIFY ANY OTHER PREVIOUSLY PREPARED TIME OF SALE INFORMATION]].  If, subsequent to the date of this Agreement, the Depositor and the Underwriters have determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the applicable Underwriters have terminated their old purchase contracts and entered into new purchase contracts with investors in the Offered Notes, then “Time of Sale Information” will refer to the information available to investors at the time of entry into the first such new purchase contract, including any information that corrects such material misstatements or omissions (“Corrective Information”), and “Time of Sale” will refer to the time and date on which such new purchase contracts were entered into.

When used in this Agreement, “Basic Documents” shall mean (i) the Indenture and Servicing Agreement, (ii) the Notes, (iii) a mortgage loan purchase agreement, to be dated as of [DATE], between [SELLER] (in such capacity, “[SELLER]”) and the Depositor (the “[SELLER MLPA]” and, together with the [OTHER MLPAS], the “Mortgage Loan Purchase Agreements”) and (iv) any other contract, agreement or instrument which is or is to be entered into by the Depositor on the Closing Date or otherwise in connection with any of the foregoing

or this Agreement.  [SELLERS] are collectively referred to herein as the “Sellers.” To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture and Servicing Agreement.

enters into a contract for sale of any Offered Note and as of the Closing Date; no order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been initiated or, to the best knowledge of the Depositor, threatened by the Commission;

which the Prospectus is required to be filed with the Commission pursuant to Rule 424(b) under the Securities Act with respect to the Registration Statement and the Prospectus.

by reference in the Prospectus and the Preliminary Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Trust Indenture Act and the rules and regulations of the Commission thereunder.

the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investor, not misleading; and (vi) of the receipt by the Depositor of any notice with respect to any suspension of the qualification of the Offered Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectus or suspending any such qualification of the Offered Notes and, if issued, will obtain as soon as possible the withdrawal thereof.

furnish or make available, within a reasonable time after the end of each calendar year, to each holder of a Note at any time during such year, such information as the Depositor deems necessary or desirable to assist Noteholders in preparing their federal income tax returns. 

accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters; and (v) the Depositor will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Depositor in connection with the transactions contemplated hereby or the process leading thereto.

the Commission on ▇▇▇▇▇ at least five (5) business days before the date hereof as required by Rule 15Ga-2; and

▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

Exchange Act), any information, written or oral, relating to the Issuer, the Depositor, the Offered Notes, the Mortgage Loans, the transactions contemplated by this Agreement or the other Basic Documents, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(iii)(3)(D)), without the prior consent of the Depositor; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Depositor.

the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transactions Law and the decrees and regulations thereunder.

and in the Prospectus, as of its date and as of the Closing Date, does not contain an untrue statement of any material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) in‑house counsel to the Depositor shall have furnished to the Underwriters, at the request of the Depositor, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

contained in any Free Writing Prospectus prepared by or on behalf of an Underwriter and filed pursuant to Section 8(e)(ii) (an “Underwriter Free Writing Prospectus”), or (iv) any information contained in any Free Writing Prospectus that is required to be filed pursuant to Section 8(e)(i) or (iii) or Section 8(h) or the omission or alleged omission to state a material fact required to make the statements  therein (in the case of clause (ii) through (iv) above, when read in conjunction with the other Time of Sale Information), in the light of the circumstances under which they were made, not misleading, which was not corrected by Corrective Information subsequently supplied by the Depositor or any Seller to the Underwriters at any time prior to the Time of Sale (or in the case of any Corrective Information correcting information in the Preliminary Prospectus, at least 48 hours prior to the date of the Time of Sale) or (4) any breach of the representation and warranty in Section 3(v), except insofar as (in the case of clauses (1), (2) and (3) above) such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in any (i) information with respect to which each Underwriter has agreed to indemnify the Depositor pursuant to Section 7(b), (ii) information with respect to which any Seller (and [SELLER AFFILIATES]) is obligated to indemnify the Underwriters pursuant to each of the Seller Indemnification Agreements (such information referred to herein as the “Sellers’ Information”), (iii) information with respect to which the Master Servicer is obligated to indemnify the Underwriters pursuant to the Master Servicer Indemnification Agreement (such information referred to herein as the “Master Servicer’s Information”), (iv) information with respect to which the Special Servicer is obligated to indemnify the Underwriters pursuant to the Special Servicer Indemnification Agreement (such information referred to herein as the “Special Servicer’s Information”), (v) information with respect to which the Note Administrator and Indenture Trustee is obligated to indemnify the Underwriters pursuant to the Note Administrator and Indenture Trustee Indemnification Agreement (such information referred to herein as the “Note Administrator and Indenture Trustee’s Information”), (vi) information with respect to which the Asset Representations Reviewer is obligated to indemnify the Underwriters pursuant to the Asset Representations Reviewer Indemnification Agreement (such information referred to herein as the “Asset Representations Reviewer’s Information”) and (vii) information with respect to which the Operating Advisor is obligated to indemnify the Underwriters pursuant to the Operating Advisor Indemnification Agreement (such information referred to herein as the “Operating Advisor’s Information” and, collectively with the Master Servicer’s Information, the Special Servicer’s Information, the Note Administrator and Indenture Trustee’s Information and the Asset Representations Reviewer’s Information, the “Transaction Parties’ Information”); provided that with respect to any such untrue statement in or omission from the Preliminary Prospectus or any Free Writing Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of a particular Underwriter, its respective affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that (i) prior to the occurrence of the events described in clause (ii) below, and prior to the Time of Sale, the Depositor, any Seller, the Master Servicer, the Special Servicer, the Note Administrator and Indenture Trustee, the Asset Representations Reviewer or the Operating Advisor, as applicable, shall have notified such Underwriter that the Preliminary Prospectus or such Free Writing Prospectus contains an untrue statement of material

fact or omits to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) such untrue statement or omission of a material fact was corrected by Corrective Information provided to such Underwriter far enough (but not less than the greater of two business days and 72 hours in the case of any Corrected Supplement) in advance of the Time of Sale so that such Corrective Information could have been provided (electronically or otherwise) to such person asserting any such loss, claim, damage or liability (and, in the case of a Corrected Supplement, such Corrected Supplement is in fact filed) at least 48 hours prior to the Time of Sale, (iii) such Underwriter did not deliver such Corrective Information to such person prior to, or, in the case of a Corrected Supplement, at least 48 hours prior to the date of, the Time of Sale and (iv) such loss, claim, damage or liability would not have occurred had such Underwriter delivered such Corrective Information to such person as provided for in clause (iii) above.

the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of clauses (A) and (C) when read in conjunction with all of the Time of Sale Information) contained in (A) any Underwriter Free Writing Prospectus prepared by the Indemnifying Underwriter, or any member of its selling group, in connection with the offer or sale of the Offered Notes or in any revision or amendment thereof or supplement thereto, (B) any Underwriters’ Information specifically relating to the Indemnifying Underwriter set forth in the Registration Statement, any Time of Sale Information or the Prospectus and (C) any and all other summaries, reports, documents and written or electronic materials relating to the Notes, prepared by the Indemnifying Underwriter or otherwise furnished or made available by the Indemnifying Underwriter for review by, prospective investors in the Offered Notes, or (ii) the failure of such Indemnifying Underwriter, or any member of its selling group, to comply with any provision of Section 8, and agrees to reimburse such Non-Indemnifying Underwriter, as incurred for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, except to the extent (1) the Non-Indemnifying Underwriter is entitled to indemnification or contribution therefor under the terms of the indemnity from any Seller, the Master Servicer, the Special Servicer, the Note Administrator and Indenture Trustee, Asset Representations Reviewer, or the Operating Advisor, as applicable, set forth in the applicable Indemnification Agreement or under the terms of the indemnity from the Depositor set forth in Section 7(a) hereof or (2) such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information which was not corrected by Corrective Information subsequently supplied by the Depositor, any Seller, the Master Servicer, the Special Servicer, the Note Administrator and Indenture Trustee, Asset Representations Reviewer, or the Operating Advisor, as applicable, to the Underwriters at any time prior to the Time of Sale; provided, further, that no Underwriter shall be liable to any other Underwriter under this Section 7(c) for any losses, liabilities, claims or damages arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such document prepared by such other Underwriter.  This agreement will be in addition to any liability that any Underwriter may otherwise have.

agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for any Underwriter, its affiliates, directors, officers and any control persons of such Underwriter shall be designated in writing by such Underwriter and any such separate firm for the Depositor, its directors and officers who signed the Registration Statement and any control persons of the Depositor shall be designated in writing by the Depositor.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel for which the Indemnifying Person is responsible under this Section 7(d), the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the written consent of the applicable Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Underwriter on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Depositor from the sale of the Offered Notes and the total fees, discounts and commissions received by such Underwriter in connection therewith bear to the aggregate offering price of the Offered Notes.  The relative benefits received by a Non-Indemnifying Underwriter on the one hand and an Indemnifying Underwriter on the other shall be deemed to be in the same respective proportions as the total fees, discounts and commissions received by each such party in connection therewith bear to the aggregate offering price of the Offered Notes.  The relative fault of the Indemnifying Person on the one hand and the Indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information was supplied by the Indemnifying Person or the Indemnified Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

reason) no Underwriter shall convey or deliver in connection with the initial offering of the Notes any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act (“ABS Informational and Computational Material”), in reliance upon Rules 167 and 426 under the Securities Act other than materials provided to it by the Depositor.

¹ Such definition of “issuer information” is further clarified by footnote 271 to SEC Release No. 33-8591.  See 70 Fed. Reg. 44,722, at 44,751 (August 3, 2005).

and published or disseminated by a person unaffiliated with the Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications; and

television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Depositor or any other offering participant, not later than four (4) business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus.

“The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File Number [333-[_____]]) for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇.  Alternatively, the depositor and any underwriter or dealer participating in the offering will arrange to send you the prospectus if you request it by calling [PHONE NUMBER].”

of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or the sale of any payment for the Notes.

Underwriters or the Depositor, except that the Depositor will continue to be liable for the payment of expenses as set forth in Section 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

Agreement or any provision contained herein.  No investor in Offered Notes from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record).  The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

[SIGNATURE PAGE FOLLOWS]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

	Very truly yours,
	3650 REIT COMMERCIAL MORTGAGE SECURITIES II LLC
	By:
		Name:
		Title:

Accepted: [DATE]

[UNDERWRITER]

By:
	Name:
	Title:

Underwriter

Principal Balance of Class [A-1] Notes

[Purchase Price of Class [A-1] Notes]

Principal Balance of Class [A-2] Notes

[Purchase Price of Class [A-2] Notes]

Principal Balance of Class [A-3] Notes

[Purchase Price of Class [A-3] Notes]

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