{"url_path":"/sec/cik-0002121298/8-k/2026-05-20/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/2121298/0001539497-26-001510-index.html","accession_number":"0001539497-26-001510","cik":"0002121298","ticker":null,"issuer_name":"Benchmark 2026-B43 Mortgage Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/2121298/0001539497-26-001510-index.html","primary_entity_key":"0002121298","primary_entity_name":"Benchmark 2026-B43 Mortgage Trust"},"word_count":20778,"has_tables":true,"body_markdown":"EX-1\n2\nexh1-ua.htm\nUNDERWRITING AGREEMENT, DATED AS OF APRIL 30, 2026\n\nExhibit 1\n\nEXECUTION VERSION\n\nCITIGROUP COMMERCIAL\nMORTGAGE SECURITIES INC.\n\nBENCHMARK 2026-B43 MORTGAGE TRUST\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\nSERIES 2026-B43\n\n \n\nUnderwriting Agreement\n\nDated as of April 30, 2026\n\nCitigroup Global Markets Inc.\n\n390 Greenwich Street\n\nNew York, New York 10013\nBarclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\n \n\nDeutsche Bank Securities Inc.\n\nOne Columbus Circle\n\nNew York, New York 10019\n\nBMO Capital Markets Corp.\n\n151 West 42nd Street\n\nNew York, New York 10036\n\n \n\nGoldman Sachs & Co. LLC\n\n200 West Street\n\nNew York, New York 10282\n\n \n\nBofA Securities, Inc.\n\nOne Bryant Park\n\nMail Code: NY1-100-11-07\n\nNew York, New York 10036\n\n \n\nUBS Securities LLC\n\n11 Madison Avenue\n\nNew York, New York 10010\n\n \n\nAcademy Securities, Inc.\n\n622 Third Avenue, 12th Floor\n\nNew York, New York 10017\n\n \n\nMischler Financial Group, Inc.\n\n19800 MacArthur Blvd, Suite 600\n\nIrvine, California 92612\n\n \n\n \n\nLadies and Gentlemen:\n\n \n\nCitigroup Commercial Mortgage\nSecurities Inc., a Delaware corporation (the “Company”), proposes to cause the issuance of its Benchmark 2026-B43 Mortgage\nTrust, Commercial Mortgage Pass-Through Certificates, Series 2026-B43 (collectively, the “Certificates”), in multiple\nclasses, and a certain uncertificated risk retention interest in the Trust Fund referred to below (the “Uncertificated VRR Interest”\nand, together with the Certificates, the “Trust Interests”), under a Pooling and Servicing Agreement, dated as of May\n1, 2026 (the “Pooling and Servicing Agreement”), between the Company, as depositor, Trimont LLC, as master servicer\n(the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”),\nPark Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations\nreviewer (in such capacity, the “Asset Representations Reviewer”), Citibank,\n\n   \n\n \n\nN.A., as certificate administrator (the “Certificate\nAdministrator”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), and proposes to sell\nthe classes of Certificates specified on Schedule I hereto (collectively, the “Publicly Offered Certificates”)\nto Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Goldman Sachs\n& Co. LLC (“GS&Co.”), BMO Capital Markets Corp. (“BMO Capital”), Barclays Capital Inc. (“BCI”),\nBofA Securities, Inc. (“BofA Securities”), UBS Securities LLC (“UBS Securities”), Academy Securities,\nInc. (“Academy”) and Mischler Financial Group, Inc. (“Mischler” and, together with CGMI, DBSI, GS&Co.,\nBMO Capital, BCI, BofA Securities, UBS Securities and Academy, the “Underwriters”). The Trust Interests issued pursuant\nto the Pooling and Servicing Agreement will represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust\nFund”) primarily consisting of a segregated pool (the “Mortgage Pool”) of mortgage loans (the “Mortgage\nLoans”) secured by first liens on various types of commercial, multifamily and/or manufactured housing community properties.\nThe Mortgage Loans will be purchased by the Company from (i) Citi Real Estate Funding Inc. (“CREFI”) pursuant\nto a Mortgage Loan Purchase Agreement, dated as of the Closing Date (the “CREFI Mortgage Loan Purchase Agreement”),\nbetween the Company and CREFI, (ii) German American Capital Corporation (“GACC”) pursuant to a Mortgage Loan Purchase\nAgreement, dated as of the Closing Date (the “GACC Mortgage Loan Purchase Agreement”), between the Company and GACC,\n(iii) Goldman Sachs Mortgage Company (“GSMC”) pursuant to a Mortgage Loan Purchase Agreement, dated as of the Closing\nDate (the “GSMC Mortgage Loan Purchase Agreement”), between the Company and GSMC, (iv) Bank of Montreal (“BMO”)\npursuant to a Mortgage Loan Purchase Agreement, dated as of the Closing Date (the “BMO Mortgage Loan Purchase Agreement”),\nbetween the Company and BMO, (v) Barclays Capital Real Estate Inc. (“BCREI”) pursuant to a Mortgage Loan Purchase\nAgreement, dated as of the Closing Date (the “BCREI Mortgage Loan Purchase Agreement”), between the Company and BCREI,\n(vi) Bank of America, National Association (“BANA”) pursuant to a Mortgage Loan Purchase Agreement, dated as of the\nClosing Date (the “BANA Mortgage Loan Purchase Agreement”), between the Company and BANA, and (vii) UBS AG New York\nBranch (“UBS AG” and, together with CREFI, GACC, GSMC, BMO, BCREI and BANA, the “Mortgage Loan Sellers”)\npursuant to a Mortgage Loan Purchase Agreement, dated as of the Closing Date (such agreement, together with the CREFI Mortgage Loan Purchase\nAgreement, the GACC Mortgage Loan Purchase Agreement, the GSMC Mortgage Loan Purchase Agreement, the BMO Mortgage Loan Purchase Agreement,\nthe BCREI Mortgage Loan Purchase Agreement and the BANA Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”),\nbetween the Company and UBS AG, in each case in exchange for immediately available funds, together with (i) in the case of CREFI, a portion\nof the Class VRR Certificates (which is to be registered in the name of CREFI), (ii) in the case of GACC, a portion of the Class VRR Certificates\n(which is to be registered in the name of Deutsche Bank AG, New York Branch (“DBNY”)), and (iii) in the case of GSMC,\nthe Uncertificated VRR Interest (which is to be registered in the name of Goldman Sachs Bank USA (“GS Bank”)). This\nUnderwriting Agreement (this “Agreement”) is to confirm the arrangements with respect to your purchase of the Publicly\nOffered Certificates. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Pooling and\nServicing Agreement, as in effect on the Closing Date (as defined in Section 4(a) of this Agreement).\n\nThe Certificates also include:\n(i) certain classes thereof that are being privately offered and sold, which classes of Certificates will be sold by the Company to CGMI,\nDBSI, GS&Co., BMO Capital, BCI, BofA Securities, UBS Securities, Academy and Mischler pursuant to the Purchase\n\n -2- \n\n \n\nAgreement dated as of April 30, 2026; and\n(ii) the Class VRR Certificates being transferred in part to CREFI and in part to GACC pursuant to their\nrespective Mortgage Loan Purchase Agreements.\n\nAt or prior to the time\nwhen sales to purchasers of the Publicly Offered Certificates were first made, which was approximately: (a) 3:47 p.m. (New York City time)\non April 30, 2026 with respect to the Class A-1, Class A-4, Class A-5, Class A-SB, Class A-S, Class B and Class C Certificates; and (b)\n2:50 p.m. (New York City time) on May 1, 2026 with respect to the Class X-A and Class X-B Certificates (individually and collectively,\nsubject to the last sentence of this paragraph, the “Time of Sale”), the Company had prepared or made available the\nfollowing information (collectively, subject to the last sentence of this paragraph, the “Time of Sale Information”):\n(i) the Free Writing Prospectus (Structural and Collateral Term Sheet) dated April 27, 2026, filed with the Commission (as defined\nin Section 1(a) of this Agreement) on April 27, 2026 (SEC Accession No. 0001539497-26-001223) (the “Term Sheet”),\n(ii) the Preliminary Prospectus (as defined in Section 1(a) of this Agreement), (iii) any prospectus supplements specifically\nrelating to the Publicly Offered Certificates that were filed with the Commission in accordance with Rule 424(h) under the Securities\nAct of 1933, as amended (the “Securities Act”) at least 48 hours prior to the initial Time of Sale (each, a “Pre-Pricing\nSupplement”), and (iv) each additional Free Writing Prospectus identified on Annex A hereto. “Free\nWriting Prospectus” means a “free-writing prospectus” as defined pursuant to Rule 405 under the Securities Act.\nIf, subsequent to the date of this Agreement, the Company and the Underwriters (x) determine that such information included an untrue\nstatement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading and (y) terminate their old purchase contracts and enter into new purchase\ncontracts with investors in the Publicly Offered Certificates, then “Time of Sale Information” will refer to the information,\nincluding any information that corrects such material misstatements or omissions, conveyed to purchasers at the time of entry into the\nfirst such new purchase contract (“Corrective Information”) and “Time of Sale” will refer to the\ntime and date on which such new purchase contracts were entered into.\n\n1.                 \nThe Company represents and warrants to, and agrees with, each of the Underwriters that:\n\n(a)              \nA registration statement on Form SF-3 (Commission File No. 333-286596), relating to the Publicly Offered Certificates\nand the offering thereof from time to time in accordance with Rule 415 under the Securities Act, has been filed with the Securities\nand Exchange Commission (the “Commission”) and such registration statement, as amended, has become effective. The Company\nalso has prepared and filed with the Commission a preliminary prospectus specifically relating to the Publicly Offered Certificates (the\n“Preliminary Prospectus”), in accordance with Rule 424(h) and Rule 430D under the Securities Act. The Company also\nhas filed with, or proposes to file with, the Commission pursuant to Rule 424(b) under the Securities Act a prospectus specifically relating\nto the Publicly Offered Certificates (the “Prospectus”). The Company also has filed with, or proposes to file with,\nthe Commission pursuant to Item 1111(h) and Item 1125 of Regulation AB under the Securities Act a Form ABS-EE (together with the exhibits\nthereto) with respect to each of the Preliminary Prospectus and the Prospectus, specifically relating to the Publicly Offered Certificates\n(the “Form ABS-EE”). Such registration statement, as amended at the time when it became effective, or if a post-effective\namendment is filed with\n\n -3- \n\n \n\nrespect thereto, as amended by such post-effective\namendment at the time of its effectiveness, is hereinafter referred to as the “Registration Statement.” Any reference\nin this Agreement to the Registration Statement used in connection with the offering of the Publicly Offered Certificates, the Preliminary\nProspectus or the Prospectus shall, in each case, be deemed to refer to and include any exhibits thereto and the documents incorporated\nby reference therein pursuant to Item 10(a) or 10(d) of Form SF-3 under the Securities Act, as of the effective date of the Registration\nStatement or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment”\nor “supplement” with respect to the Registration Statement, the Preliminary Prospectus and the Prospectus shall be deemed\nto refer to and include any documents filed after the date the Registration Statement became effective, after the date of the Preliminary\nProspectus or after the date of filing of the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and\nthe rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated\nby reference therein. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such\npurpose are pending or, to the Company’s knowledge, threatened by the Commission. The conditions to the use by the Company of a\nregistration statement on Form SF-3 under the Securities Act, as set forth in the General Instructions to Form SF-3,\nhave been satisfied or will be satisfied as of the date on which the Prospectus is required to be filed with the Commission pursuant to\nRule 424(b) under the Securities Act with respect to the Registration Statement and the Prospectus. There is no request by the Commission\nfor any further amendment of the Registration Statement or the Prospectus or for any additional information. There has been no notification\nwith respect to the suspension of the qualification for sale of the Publicly Offered Certificates for sale in any jurisdiction or any\nproceeding for such purpose having been instituted or threatened;\n\n(b)              \nAs of its effective date or deemed effective date pursuant to Rule 430D under the Securities Act (the “Effective Date”),\nthe Registration Statement conformed in all material respects to the requirements of the Securities Act, the Exchange Act, where applicable,\nand the rules and regulations of the Commission under the Securities Act or the Exchange Act (the “Rules and Regulations”),\nas applicable, and did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state a material fact\nrequired to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation\nand warranty shall not apply to any Underwriter Information or Other Transaction Participant Information (each as defined below);\n\n(c)              \nAs of the date of the Preliminary Prospectus (or such later date of any Pre-Pricing Supplement), the Preliminary Prospectus (as\nsupplemented by any Pre-Pricing Supplement(s)) conformed in all material respects to the requirements of the Securities Act, the Exchange\nAct and the Rules and Regulations, and such document (as supplemented by any Pre-Pricing Supplement(s)) did not include any untrue statement\nof a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the\nlight of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty\nshall not apply to (i) the absence of pricing or price dependent information or (ii) any Underwriter Information or Other Transaction\nParticipant Information;\n\n(d)               As\nof the date of the Prospectus and as of the Closing Date, the Prospectus (as amended or supplemented) will conform in all material\nrespects to the requirements of the Securities Act, the Exchange Act\n\n -4- \n\n \n\nand the Rules and Regulations, and such document\ndoes not include, and will not include, any untrue statement of a material fact and does not omit, and will not omit, to state any material\nfact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were\nmade, not misleading; provided, however, that this representation and warranty shall not apply to any Underwriter Information\nor Other Transaction Participant Information;\n\n(e)              \nThe documents (other than any Form ABS-EE filed prior to the Closing Date) incorporated by reference in the Registration Statement,\nthe Preliminary Prospectus and the Prospectus, as applicable, when they were filed with the Commission, conformed in all material respects\nto the requirements of the Exchange Act and the rules and regulations thereunder, and any further documents so filed and incorporated\nby reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, when such documents are filed with the Commission,\nwill conform in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder; provided,\nhowever, that the Company makes no representations, warranties or agreements as to (A) the information contained in the Time\nof Sale Information, the Registration Statement or the Prospectus or any revision or amendment thereof or supplement thereto in reliance\nupon and in conformity with information furnished in writing to the Company by any Underwriter on behalf of itself or the other Underwriters\nspecifically for use in connection with the preparation of the Time of Sale Information, the Registration Statement or the Prospectus\nor any revision or amendment thereof or supplement thereto (such information, the “Underwriter Information”), (B) any\ninformation contained in or omitted from the portions of the Time of Sale Information, the Registration Statement or the Prospectus for\nwhich any Mortgage Loan Seller has agreed to indemnify the Underwriters pursuant to the respective Indemnification Agreements, each dated\nas of the same date as this Agreement, between each Mortgage Loan Seller, respectively, the Underwriters, the Company and any other party\nthereto (such information, in the aggregate for all the Mortgage Loan Sellers, the “Mortgage Loan Seller Information”),\n(C) any information contained in or omitted from the portions of the Time of Sale Information, the Registration Statement or the\nProspectus for which the Master Servicer has agreed to indemnify the Underwriters pursuant to the Indemnification Agreement, dated as\nof the same date as this Agreement, between the Master Servicer, the Underwriters, the Company and any other party thereto (such information,\nthe “Master Servicer Information”), (D) any information contained in or omitted from the portions of the Time\nof Sale Information, the Registration Statement or the Prospectus for which the Special Servicer has agreed to indemnify the Underwriters\npursuant to the Indemnification Agreement, dated as of the same date as this Agreement, between the Special Servicer, the Underwriters,\nthe Company and any other party thereto (such information, the “Special Servicer Information”), (E) any information\ncontained in or omitted from the portions of the Time of Sale Information, the Registration Statement or the Prospectus for which the\nOperating Advisor and Asset Representations Reviewer have agreed to indemnify the Underwriters pursuant to the Indemnification Agreement,\ndated as of the same date as this Agreement, between the Operating Advisor and the Asset Representations Reviewer, the Underwriters, the\nCompany and any other party thereto (such information, the “Operating Advisor and Asset Representations Reviewer Information”),\n(F) any information contained in or omitted from the portions of the Time of Sale Information, the Registration Statement or the\nProspectus for which the Certificate Administrator has agreed to indemnify the Underwriters pursuant to the Indemnification Agreement,\ndated as of the same date as this Agreement, between the Certificate Administrator, the Underwriters, the Company and any other party\nthereto (such information, the “Certificate\n\n -5- \n\n \n\nAdministrator Information”),\n(G) any information contained in or omitted from the portions of the Time of Sale Information, the Registration Statement or the Prospectus\nfor which the Trustee has agreed to indemnify the Underwriters pursuant to the Indemnification Agreement, dated as of the same date as\nthis Agreement, between the Trustee, the Underwriters, the Company and any other party thereto (such information, the “Trustee\nInformation”), or (H) any information contained in or omitted from the portions of the Time of Sale Information, the Registration\nStatement or the Prospectus for which BREC Securities Holdings, LLC (the “TPP”) has agreed to indemnify the Underwriters\npursuant to the Indemnification Agreement, dated as of the same date as this Agreement, between the TPP, the Underwriters, CREFI, the\nCompany and any other party thereto (such information, collectively with the Mortgage Loan Seller Information, the Master Servicer Information,\nthe Special Servicer Information, the Operating Advisor and Asset Representations Reviewer Information, the Certificate Administrator\nInformation and the Trustee Information, the “Other Transaction Participant Information”) (the indemnification agreements\nreferred to in the foregoing clauses (B) through (H), including, without limitation, the indemnification agreements for all the Mortgage\nLoan Sellers, the “Indemnification Agreements”). The parties acknowledge and agree that the Underwriter Information\nshall consist solely of the fifth paragraph (but only the first and the third sentences thereof), the eighth paragraph (but only the\nfirst seven sentences thereof) and the ninth paragraph (but solely as to affiliations with the Underwriters discussed in such paragraph)\nof the section of each of the Prospectus and the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement) entitled “Plan\nof Distribution (Underwriter Conflicts of Interest)”, the first paragraph (but only the second, third, fourth, fifth, sixth and\nseventh sentences thereof) under the heading “Risk Factors—Risks Relating to Conflicts of Interest—Interests and Incentives\nof the Underwriter Entities May Not Be Aligned With Your Interests” in each of the Prospectus and the Preliminary Prospectus (as\nsupplemented by any Pre-Pricing Supplement) and the third to the last paragraph (commencing “The offered certificates will be offered\nby . . . .”) on the cover page of each of the Prospectus and the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement);\n\n(f)               \nSince the date as of which information is given in the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement) or\nthe Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any\nmaterial adverse change, or any development involving a change, that would have a material adverse effect on the ability of the Company\nto perform its obligations under this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement;\n\n(g)              \nThe Time of Sale Information did not at the Time of Sale, does not and at the Closing Date will not, contain any untrue statement\nof a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances\nunder which they were made, not misleading; provided that this representation and warranty shall not apply to (i) the absence\nof pricing or price dependent information or (ii) any Underwriter Information or Other Transaction Participant Information. The parties\nacknowledge that none of the Underwriters has furnished any Underwriter Information to the Company expressly for use in the Time of Sale\nInformation other than Underwriter Information contained in the Preliminary Prospectus;\n\n(h)              \nThe Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used,\nprepared, authorized, approved or\n\n -6- \n\n \n\nreferred to and will not make, use, prepare,\nauthorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes\nan offer to sell or solicitation of an offer to buy the Publicly Offered Certificates other than (i) the Prospectus and the Preliminary\nProspectus, (ii) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134\nunder the Securities Act, (iii) any supplement to the Preliminary Prospectus that may be required to be filed with the Commission\nunder Rule 424(h)(2) under the Securities Act, (iv) the Term Sheet and (v) each other written communication of the Company or\nits agents and representatives approved by the Underwriters either in writing in advance or in any other manner mutually agreed by the\nUnderwriters and the Company (each such communication referred to in clause (iv) and this clause (v) constituting an “issuer\nfree writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to herein as an “Issuer\nFree Writing Prospectus”). Each such Issuer Free Writing Prospectus conformed or, if used after the date hereof, will conform,\nin all material respects with the Securities Act and the rules and regulations promulgated thereunder, has been filed or will be filed\nin accordance with Section 11 (to the extent required thereby) and did not at the Time of Sale, does not and at the Closing\nDate will not, contain any untrue statement of a material fact or (when read in conjunction with the other Time of Sale Information)\nomit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were\nmade, not misleading; provided that this representation and warranty shall not apply to (i) the absence of pricing or price dependent\ninformation or (ii) any Underwriter Information or Other Transaction Participant Information. The parties acknowledge that none of the\nUnderwriters has furnished any Underwriter Information to the Company expressly for use in any Issuer Free Writing Prospectus;\n\n(i)                \nThe Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of\nDelaware and has all requisite power and authority (corporate and other, including, without limitation, all material licenses, certificates,\nauthorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies) to own its properties and\nto conduct its business as now conducted by it and as described in the Prospectus, and is duly qualified as a foreign corporation in good\nstanding in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification,\nexcept where the failure to be so qualified would not have a material adverse effect on the Company or its execution and performance of\nthe terms of this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement;\n\n(j)                \nThis Agreement has been duly authorized, executed and delivered by the Company and will constitute valid and legally binding obligations\nof the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other\nlaws of general applicability relating to or affecting creditors’ rights and to general principles of equity, and except that the\nenforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law or considerations\nof public policy;\n\n(k)              \nAt the Time of Delivery (as defined in Section 4 of this Agreement) the Pooling and Servicing Agreement and the Mortgage\nLoan Purchase Agreements will have been duly authorized, executed and delivered by the Company. At the Time of Delivery, the Pooling and\nServicing Agreement and the Mortgage Loan Purchase Agreements will constitute valid and legally binding obligations of the Company, enforceable\nin accordance with their respective terms,\n\n -7- \n\n \n\nsubject, as to enforcement, to bankruptcy,\ninsolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles\nof equity;\n\n(l)                \nWhen the Publicly Offered Certificates are issued, executed, authenticated and delivered pursuant to this Agreement, the Mortgage\nLoan Purchase Agreements and/or the Pooling and Servicing Agreement, the Publicly Offered Certificates will have been duly authorized,\nexecuted, authenticated, issued and delivered, fully paid and nonassessable and will be entitled to the benefits of the Pooling and Servicing\nAgreement; and the Publicly Offered Certificates and the Pooling and Servicing Agreement will conform to the descriptions thereof in the\nProspectus;\n\n(m)            \nThe issue and sale or other delivery of the Trust Interests, the compliance by the Company with all of the provisions of this Agreement,\nthe Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, and the consummation of the transactions herein and therein\ncontemplated, (1) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any\nindenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which\nthe Company is bound or to which any of the property or assets of the Company is subject, (2) will not result in any violation of the\nprovisions of the Certificate of Incorporation or the By-Laws of the Company or any statute, rule or regulation or any order, rule or\nregulation of any court or governmental agency or body having jurisdiction over the Company, or any of its properties, and (3) except\nas contemplated by the Pooling and Servicing Agreement, will not result in the creation or imposition of any lien, charge or encumbrance\nupon any of its property or assets pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement or other material\nagreement or instrument referred to in the immediately preceding clause (1). No consent, approval, authorization, order, filing,\nregistration or qualification of or with any court or governmental agency or body having jurisdiction over the Company, or any of its\nproperties, is required for the authorization, issue and sale of the Publicly Offered Certificates or the consummation by the Company\nof the other transactions contemplated by this Agreement, the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreements\nexcept such as have been obtained under the Securities Act, and such consents, approvals, authorizations, registrations or qualifications\nas may be required under state securities or “blue sky” laws in connection with the purchase and offering of the Publicly\nOffered Certificates by the Underwriters;\n\n(n)              \nThe statements set forth in the Prospectus under the caption “Description of the Certificates,” insofar as they purport\nto constitute a summary of the terms of the Publicly Offered Certificates and insofar as they purport to describe the provisions of the\ndocuments referred to therein, are accurate, in all material respects;\n\n(o)              \nOther than as set forth or contemplated in the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement(s)) or in\nthe Prospectus, there are no legal or governmental actions, proceedings or investigations pending to which the Company is a party or to\nwhich the Company or any property of the Company is subject that are required to be described in the Preliminary Prospectus (as supplemented\nby any Pre-Pricing Supplement(s)) or the Prospectus or that, if determined adversely to the Company, would individually or in the aggregate\n(i) have a material adverse effect on the condition (financial or otherwise), earnings, affairs, business, properties or prospects\nof the Company, and, to the best of the Company’s knowledge,\n\n -8- \n\n \n\nno such actions, proceedings or investigations\nare threatened or contemplated by governmental authorities or threatened by others, (ii) invalidate this Agreement, the Pooling and\nServicing Agreement, any Mortgage Loan Purchase Agreement or the Trust Interests, (iii) prevent the issuance of the Trust Interests\nor the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan\nPurchase Agreement, (iv) materially and adversely affect the performance by the Company of its obligations under, or the validity\nor enforceability against the Company of, this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase Agreement or\nthe Trust Interests or (v) adversely affect the federal income tax attributes of the Publicly Offered Certificates described in the\nPreliminary Prospectus (as supplemented by any Pre-Pricing Supplement(s)) or the Prospectus;\n\n(p)              \nAt the Time of Delivery, the Company will own all right, title and interest in and to the Mortgage Loans transferred to it by the\nMortgage Loan Sellers, free and clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance;\n\n(q)              \nAt the Time of Delivery, the Company will have full power and authority to sell and deliver all of its right, title and interest\nin and to the Mortgage Loans to the Trustee under the Pooling and Servicing Agreement and, at the Time of Delivery, will have duly authorized\nsuch assignment and delivery to the Trustee by all necessary action;\n\n(r)               \nAt the Time of Delivery, the Company will have duly and validly assigned and delivered all of its rights, title and interest in\nand to the Mortgage Loans to the Trustee;\n\n(s)               \nAny taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement, the\nPooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and the Publicly Offered Certificates will have been paid at or\nprior to the Time of Delivery;\n\n(t)                \nNeither the Company nor the Trust Fund is, and neither the sale of the Publicly Offered Certificates in the manner contemplated\nby the Prospectus nor the activities of the Trust Fund pursuant to the Pooling and Servicing Agreement will cause the Company or the Trust\nFund to be (i) required to be registered as an “investment company” or (ii) under the control of an “investment company”,\nin the case of clauses (i) and (ii), as such terms are defined under the Investment Company Act of 1940, as amended (the “Investment\nCompany Act”). The Trust Fund is not required to be registered under the Investment Company Act in reliance on Section 3(c)(5)\nof the Investment Company Act or Rule 3a-7 under the Investment Company Act. The Trust Fund was structured so as not to constitute a “covered\nfund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection\nAct;\n\n(u)              \nThere are no contracts, indentures or other documents of a character required by the Securities Act or by the rules and regulations\nthereunder to be described or referred to in the Registration Statement, the Preliminary Prospectus (as supplemented by any Pre-Pricing\nSupplement(s)) or the Prospectus or to be filed as exhibits to the Registration Statement that have not been so described or referred\nto therein or so filed or incorporated by reference as exhibits thereto;\n\n(v)              \nUnder generally accepted accounting principles and for federal income tax purposes, the Company will report the transfer of the\nMortgage Loans to the Trustee in exchange\n\n -9- \n\n \n\nfor the Certificates and the sale of the Publicly\nOffered Certificates to the Underwriters pursuant to this Agreement as a sale of the interest in the Mortgage Loans evidenced by the Publicly\nOffered Certificates;\n\n(w)            \nThe consideration received by the Company upon the sale of the Publicly Offered Certificates to the Underwriters will constitute\nreasonably equivalent value and fair consideration for the Publicly Offered Certificates. The Company will be solvent at all relevant\ntimes prior to, and will not be rendered insolvent by, the sale of the Publicly Offered Certificates to the Underwriters. The Company\nis not selling the Publicly Offered Certificates to the Underwriters with any intent to hinder, delay or defraud any of the creditors\nof the Company;\n\n(x)              \nThe Company has not relied on the Underwriters for any tax, regulatory, accounting or other advice with respect to compliance with\nor registration under any statute, rule or regulation of any governmental, regulatory, administrative or other agency or authority. The\nCompany acknowledges and agrees that: (i) the terms of this Agreement and the offering (including the price of the Publicly Offered\nCertificates) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory\nor agency relationship between the Company and any Underwriter has been or will be created as a result of any of the transactions contemplated\nby this Agreement, irrespective of whether any Underwriter has advised or is advising the Company on other matters; (iii) the Underwriters’\nobligations to the Company in respect of the offering, and the purchase and sale, of the Publicly Offered Certificates are set forth in\nthis Agreement in their entirety; (iv) the Company has obtained such legal, tax, accounting and other advice as it deems appropriate\nwith respect to this Agreement and the transactions contemplated hereby and other activities undertaken in connection therewith, and it\nis not relying on the Underwriters with respect to any such matters; and (v) the Company will not claim that the Underwriters, or\nany of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company in connection\nwith the transactions contemplated hereby or the process leading thereto;\n\n(y)              \nThe Company is not, and on the date on which the first bona fide offer of the Publicly Offered Certificates is made (within the\nmeaning of Rule 164(h)(2) under the Securities Act) will not be, an “ineligible issuer,” as defined in Rule 405 under\nthe Securities Act;\n\n(z)              \nThe Company or an affiliate thereof has executed and delivered a written representation to each Rating Agency that it will take\nthe actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”),\nand the Company or such affiliate thereof has complied, and will hereafter comply, with each such representation;\n\n(aa)           \nThe Company has not obtained (and, through and including the Closing Date, will not obtain) any third party due diligence report\ncontemplated by Rule 15Ga-2 under the Exchange Act (each, a “Due Diligence Report”) in connection with the transactions\ncontemplated by this Agreement and the Prospectus other than the agreed-upon procedures report(s) (such report or, collectively, such\nreports, the “Accountants’ Third-Party Due Diligence Report”) obtained from a nationally recognized accounting\nfirm engaged to provide procedures involving a comparison of information in loan files and/or underwriting information for the Mortgage\nLoans to information on a data tape and in certain other documents relating to the Mortgage Loans (such accounting firm, the “Accounting\nFirm”); and, except for the Accounting Firm with respect to the\n\n -10- \n\n \n\nAccountants’ Third-Party Due Diligence\nReport, the Company has not employed (and, through and including the Closing Date, will not employ) any third party to engage in any activity\nthat constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act (“Due Diligence\nServices”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accounting Firm has consented\nto the use of the Accountants’ Third-Party Due Diligence Report in the preparation of a Form 15G (as defined below) furnished on\nEDGAR as required by Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”);\n\n(bb)          \nThe Company (A) prepared a report on Form ABS-15G (a “Form 15G”) containing the findings and any conclusions\nof the Accountants’ Third-Party Due Diligence Report and meeting all other requirements of that Form 15G and Rule 15Ga-2; (B) provided\na copy of the final draft of such Form 15G to counsel for the Underwriters at least five (5) business days before the date hereof; and\n(C) furnished such Form 15G to the Commission on EDGAR at least five (5) business days before the date hereof as required by Rule 15Ga-2;\n\n(cc)           \nThe certification on Form ABS Due Diligence-15E (a “Form 15E”) received by the Company from the Accounting Firm\nin connection with the Due Diligence Services provided by the Accounting Firm was posted promptly after receipt on the Company’s\nRule 17g-5 website as required by Rule 17g-5, and the Company has not received any other Form 15E from any party;\n\n(dd)          \nAt the Closing Date, each of the representations and warranties of the Company set forth in the Pooling and Servicing Agreement\nand the Mortgage Loan Purchase Agreements will be true and correct in all material respects; and\n\n(ee)           \nThe Company will enter into an agreement with CREFI (in such capacity, the “Retaining Sponsor”) and the TPP,\npursuant to which agreement (x) the Retaining Sponsor intends to partially satisfy its risk retention requirements under Regulation RR\nthrough the purchase and retention (directly or through one or more “majority-owned affiliates” (as defined in Regulation\nRR)) by the TPP of an “eligible horizontal residual interest” (as defined in Regulation RR), and (y) the TPP agrees to comply,\nfor the duration of such agreement, with the requirements and obligations set forth under Rule 7 of Regulation RR that are applicable\nto a “third-party purchaser” of an eligible horizontal residual interest (with the exception of certain disclosure and transaction\nrequirements that are to be satisfied by the Retaining Sponsor in accordance with such agreement).\n\n(ff)             \nThe Company will enter into one or more agreements with the Retaining Sponsor and the other Mortgage Loan Sellers, pursuant to\nwhich agreement(s) the Retaining Sponsor intends to partially satisfy its risk retention requirements under Regulation RR (i) through\nthe acquisition and retention (directly or through one or more “majority-owned affiliates” (as defined in Regulation RR))\nof a portion of an “eligible vertical interest” (as defined in Regulation RR) by each of DBNY (in the form of a portion of\nthe Class VRR Certificates) and GS Bank (in the form of the Uncertificated VRR Interest) and (ii) by retaining (or causing a “majority-owned\naffiliate” to retain) the remaining portion of such “eligible vertical interest” (in the form of the remaining portion\nof Class VRR Certificates).\n\n -11- \n\n \n\n2.                 \nEach Underwriter, solely as to itself, represents and warrants to, and agrees with, the Company, that:\n\n(a)              \nIt has not offered, sold, distributed or otherwise made available, and will not offer, sell, distribute or otherwise make available,\nany Publicly Offered Certificates to any EU Retail Investor in the European Economic Area. For the purposes of this Section 2(a),\n(i) the expression “EU Retail Investor” means a person who is one (or more) of the following: (A) a retail client as\ndefined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (B) a customer within the meaning\nof Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article\n4(1) of MiFID II; or (C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as amended; and (ii) the expression\n“offer” includes the communication in any form and by any means of sufficient information on the terms of the offer\nand the Publicly Offered Certificates to be offered so as to enable an investor to decide to purchase or subscribe for the Publicly Offered\nCertificates;\n\n(b)              \nIt has not offered, sold, distributed or otherwise made available, and will not offer, sell, distribute or otherwise make available,\nany Publicly Offered Certificates to any UK Retail Investor in the United Kingdom (“UK”). For the purposes of this\nSection 2(b), (i) the expression “UK Retail Investor” means a person who is one or both of the following: (A)\nnot a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law\nby virtue of the European Union (Withdrawal) Act 2018 (as amended) and as amended, or (B) not a qualified investor as defined in Paragraph\n15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (as amended); and (ii) the expression “offer”\nincludes the communication in any form and by any means of sufficient information on the terms of the offer and the Publicly Offered Certificates\nto be offered so as to enable an investor to decide to buy or subscribe for the Publicly Offered Certificates.\n\n(c)              \nIt has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement\nto engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the\n“FSMA”)) received by it in connection with the issue or sale of the Publicly Offered Certificates in circumstances\nin which Section 21(1) of the FSMA does not apply to the Company or the Trust.\n\n(d)              \nIt has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the\nPublicly Offered Certificates in, from or otherwise involving the UK.\n\n(e)              \nIt has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Publicly Offered Certificates\nin Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including\nany corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in\nJapan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and\notherwise in compliance with, the Financial Instruments and Exchange Law of Japan, as amended, and any other relevant laws, regulations\nand ministerial guidelines of Japan.\n\n -12- \n\n \n\n(f)               \nIt (y) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Publicly Offered Certificates\n(if they are not a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong)\n(the “SFO”) other than (a) to “professional investors” as defined in the SFO and any rules or regulations\nmade under the SFO; or (b) in other circumstances which do not result in the document constituting a “prospectus” as defined\nin the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong) or which do not constitute an\noffer to the public within the meaning of the Companies Ordinance (Cap. 622 of the laws of Hong Kong); and (z) has not issued or\ndistributed or had in its possession for the purposes of issue or distribution, and will not issue or distribute or have in its possession\nfor the purposes of issue or distribution, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the\nPublicly Offered Certificates, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong\nKong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Publicly Offered Certificates which\nare or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning\nof the SFO and any rules or regulations made under the SFO.\n\n(g)              \nIt has not directly or indirectly issued, circulated or distributed the Preliminary Prospectus, Prospectus or any other documents\nor materials in connection with the offer or sale, or invitation for subscription or purchase, of the Publicly Offered Certificates, nor\nhas it offered or sold, or made the subject of an invitation for subscription or purchase, the Publicly Offered Certificates, whether\ndirectly or indirectly, to persons in Singapore other than to an Institutional Investor (as defined in Section 4A(1)(C) of the Securities\nand Futures Act (Cap. 289) of Singapore (the “SFA”) (“Institutional Investor”)) pursuant to Section\n304 of the SFA.\n\n(h)              \nIt has not offered or sold any Publicly Offered Certificates in the People’s Republic of China (excluding Hong Kong, Macau\nand Taiwan, the “PRC”) by means of the Preliminary Prospectus, Prospectus or any other document, provided that such\nCertificates may be available for purchase by investors resident in the PRC from outside the PRC, and it has not distributed or published\nthe Preliminary Prospectus, Prospectus or any advertisement or other offering material in the PRC except under circumstances that will\nresult in compliance with any applicable laws and regulations.\n\n(i)                \nIt has not offered, sold or delivered any Publicly Offered Certificates, directly or indirectly, or offered or sold any Publicly\nOffered Certificates to any person for re-offering or resale, directly or indirectly in Korea or to any resident of Korea except pursuant\nto the Financial Investment Services and Capital Markets Act and the decrees and regulations thereunder, the Foreign Exchange Transaction\nLaw and regulations thereunder and any other applicable laws, regulations and ministerial guidelines in Korea.\n\n(j)                \nIt has not sold, and will not sell, Publicly Offered Certificates in Canada except to purchasers purchasing, or deemed to be purchasing,\nas principal that are Accredited Investors, as defined in National Instrument 45-106 Prospectus Exemptions or Subsection 73.3(1) of the\nSecurities Act (Ontario), and are Permitted Clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and\nOngoing Registrant Obligations.\n\n -13- \n\n \n\n(k)              \nIt has not provided, as of the date of this Agreement, and covenants with the Company that it will not provide, on or prior to\nthe Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning\nof the Exchange Act), any information, written or oral, relating to the Trust Fund, the Trust Interests, the transactions contemplated\nby this Agreement or the Pooling and Servicing Agreement or any other information, that could be reasonably determined to be relevant\nto determining an initial credit rating for the Certificates (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent\nof the Company.\n\n(l)                \nIt will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the\nmeaning of the Exchange Act), any information, written or oral, relating to the Trust Fund, the Trust Interests, the transactions contemplated\nby this Agreement or the Pooling and Servicing Agreement or any other information, that could be reasonably determined to be relevant\nto undertaking credit rating surveillance for the Certificates (as contemplated by Rule 17g-5(a)(iii)(3)(D)), without the prior consent\nof the Company.\n\n(m)            \nExcept for the Accountants’ Third-Party Due Diligence Report, such Underwriter has not obtained (and, through and including\nthe Closing Date, will not obtain) any Due Diligence Report in connection with the offering contemplated hereby and the Prospectus. \nExcept for the Accounting Firm with respect to the Accountants’ Third-Party Due Diligence Report, such Underwriter has not employed\n(and, through and including the Closing Date, will not employ) any third party to engage in any activity that constitutes Due Diligence\nServices, and has not received a Form 15E from any party, in connection with the transactions contemplated by this Agreement and the Prospectus.\n\n(n)              \nSuch Underwriter has not, and will not, enter into any contract for the sale of any Publicly Offered Certificates (i) less than\nthree business days after the filing of the Preliminary Prospectus, (ii) less than 48 hours after the date of the filing of any supplement\nto the Preliminary Prospectus with the Commission in accordance with Rule 424(h)(2) under the Securities Act, or (iii) less than five\nbusiness days after the furnishing by the Company to the Commission, pursuant to Section 1(bb) of this Agreement, of the Form ABS-15G\nfor the Accountants’ Third-Party Due Diligence Report.\n\n3.                 \nSubject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters\nagrees, severally and not jointly, to purchase from the Company, at a purchase price determined in accordance with Schedule II\nhereto, the principal balance or notional amount, as applicable, of the Publicly Offered Certificates in accordance with Schedule II\nhereto. Upon the authorization by you of the release of the Publicly Offered Certificates, the several Underwriters propose to offer the\nPublicly Offered Certificates for sale to the public (which may include selected dealers) upon the terms and conditions set forth in the\nProspectus.\n\n4.                 \n(a)  The Publicly Offered Certificates to be purchased by the Underwriters will be represented by one or more definitive\nglobal certificates in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”)\nor its designated custodian. The Company will deliver such Certificates to each Underwriter, against payment by or on behalf of such Underwriter\nof the purchase price therefor by wire transfer to the\n\n -14- \n\n \n\nCompany of federal (same day) funds, by causing\nDTC to credit such Certificates to the respective accounts of the Underwriters at DTC. The Company will cause the certificates representing\nsuch Certificates to be made available to the Underwriters for checking at least twenty-four hours prior to the Time of Delivery at\nan office designated by the Underwriters (the “Designated Office”). The time and date of such delivery and payment\nshall be 10:00 a.m., New York City time, on May 20, 2026, or such other time and date as the Underwriters and the Company may agree\nupon in writing. Such time and date are herein called the “Time of Delivery” and such date is herein called the “Closing\nDate.”\n\n(b)              \nThe documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 of\nthis Agreement, including the cross-receipt for the Publicly Offered Certificates and any additional documents requested by the Underwriters\npursuant to the penultimate condition of Section 7 of this Agreement, will be delivered at the offices of Orrick, Herrington\n& Sutcliffe LLP (“Orrick”) at 51 West 52nd Street, New York, NY 10019 (the “Closing Location”),\nand the Publicly Offered Certificates will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held\nat the Closing Location at 3:00 p.m., New York City time, on the Business Day next preceding the Time of Delivery, at which meeting the\nfinal drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. “Business\nDay” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New\nYork City are generally authorized or obligated by law or executive order to close.\n\n5.                 \nThe Company agrees with each of the Underwriters:\n\n(a)              \nIf required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) under the Securities\nAct not later than the applicable time specified therein by means reasonably calculated to result in filing with the Commission pursuant\nto such rule. The Company will advise the Underwriters promptly of any such filing pursuant to and within the time frames set forth in\nRule 424(b). Subject to Section 11 of this Agreement, the Company will cause each Issuer Free Writing Prospectus to be\ntransmitted for filing pursuant to Rule 433 under the Securities Act by means reasonably calculated to result in filing with the\nCommission pursuant to said rule;\n\n(b)              \nNot to make any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus as amended\nor supplemented prior to the Closing Date, or to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus,\nwithout furnishing the Underwriters with a copy of the proposed form thereof and providing the Underwriters with a reasonable opportunity\nto review the same; and to advise the Underwriters, promptly after it receives notice thereof, of the issuance of any stop order by the\nCommission, of the suspension of the qualification of any of the Publicly Offered Certificates for offering or sale in any jurisdiction,\nof the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing\nof the Registration Statement, the Preliminary Prospectus or the Prospectus as amended or supplemented or for additional information;\nand, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to\nthe Publicly Offered Certificates or suspending any such qualification, to use promptly its best efforts to obtain withdrawal of such\norder;\n\n -15- \n\n \n\n(c)              \nPromptly from time to time to take such action as the Underwriters may reasonably request in order to qualify the Publicly Offered\nCertificates for offering and sale under the securities laws of such states as the Underwriters may request and to continue such qualifications\nin effect so long as necessary under such laws for the distribution of such Certificates; provided, that in connection therewith\nneither the Trust Fund nor the Company shall be required to qualify to do business, or to file a general consent to service of process\nin any jurisdiction; and provided, further, that the expense of maintaining any such qualification more than one year from\nthe Closing Date with respect to the Publicly Offered Certificates shall be at the Underwriters’ expense;\n\n(d)              \nTo furnish without charge, to the extent the Company is reimbursed pursuant to the Mortgage Loan Purchase Agreements, the Underwriters\nwith copies of the Registration Statement (including exhibits), copies of the Prospectus (as amended or supplemented), the Preliminary\nProspectus (as amended or supplemented) and each Free Writing Prospectus (as amended or supplemented), and the Pooling and Servicing Agreement,\nin such quantities as the Underwriters may from time to time reasonably request; and if, before a period of 90 days shall have elapsed\nafter the Closing Date, either (i) any event known to the Company shall have occurred as a result of which the Prospectus would include\nany untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light\nof the circumstances under which they were made, not misleading, or (ii) for any other reason of which the Company is aware it shall\nbe necessary during such same period to amend or supplement the Prospectus, as amended or supplemented, to notify each Underwriter and\nupon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as each Underwriter\nmay from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission;\nand at any time 90 days or more after the Closing Date, upon such Underwriter’s request, but at such Underwriter’s own expense,\nand if such Underwriter is required by law to deliver a prospectus in connection with sales of any Publicly Offered Certificates, to prepare\nand deliver to the Underwriter as many copies as such Underwriter may request of an amended or supplemented prospectus complying with\nthe Securities Act;\n\n(e)              \nTo make generally available to holders of the Publicly Offered Certificates as soon as practicable, but in any event no later than\neighteen months after the Closing Date, an earnings statement of the Company complying with Rule 158 under the Securities Act and\ncovering a period of at least twelve consecutive months beginning after the Closing Date;\n\n(f)               \nSo long as any of the Publicly Offered Certificates are outstanding, to cause to be furnished or otherwise made available to the\nUnderwriters copies of all reports or other communications (financial or other) furnished to holders of the Publicly Offered Certificates,\nand to deliver or otherwise make available or to cause to be delivered or otherwise made available to each Underwriter during such same\nperiod, (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission;\n(ii) copies of each amendment to any of the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements; and (iii) such\nadditional information concerning the business and financial condition of the Company or the Trust Fund as each Underwriter may from time\nto time reasonably request; and\n\n -16- \n\n \n\n(g)              \nNot to be or become, or allow the Trust Fund to be or become, an open-end investment company, unit investment trust, closed-end\ninvestment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment\nCompany Act.\n\n6.                 \nThe Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the\nCommission’s filing fees with respect to the Publicly Offered Certificates; (ii) the fees, disbursements and expenses of counsel\nand accountants for the Company in connection with the issuance of the Publicly Offered Certificates and the related offering documents\nand all other expenses in connection with the preparation and printing of all amendments and supplements thereto and the mailing and delivery\nof copies thereof to the Underwriters and dealers; (iii) the cost of printing or producing this Agreement, the Pooling and Servicing\nAgreement, any Mortgage Loan Purchase Agreement, any “blue sky” supplement and any term sheets, computational materials, any\nIssuer Free Writing Prospectus, the Preliminary Prospectus, any Pre-Pricing Supplement, the Prospectus and any other document produced\nin connection with the offering, purchase, sale and delivery of the Publicly Offered Certificates and all amendments and supplements thereto\nand the mailing and delivery of copies thereof to the Underwriters and dealers; (iv) all expenses in connection with the qualification\nof the Publicly Offered Certificates for offering and sale under state securities laws as provided in Section 5(c) of this\nAgreement, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in\nconnection with the “blue sky” supplement; (v) any fees charged by securities rating services for rating the Publicly\nOffered Certificates; (vi) the upfront fees and expenses of each party to the Pooling and Servicing Agreement (in addition to the\nCompany) and of any agent of any such party, and the reasonable fees and disbursements of counsel for each party to the Pooling and Servicing\nAgreement (in addition to the Company), in connection with the execution and delivery of the Pooling and Servicing Agreement and the issuance\nof the Publicly Offered Certificates; (vii) the cost of preparing the Publicly Offered Certificates; and (viii)  all other costs\nand expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for\nin this Section 6. It is understood, however, that, except as provided in this Section 6 and Section 8,\nSection 10 and Section 11 of this Agreement, each Underwriter will pay all of its own costs and expenses, including the\nfees of its counsel, transfer taxes on resale of any of the Publicly Offered Certificates by it and any advertising expenses connected\nwith any offers it may make.\n\n7.                 \nThe obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations\nand warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that\nthe Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:\n\n(a)              \nThe Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements, the Indemnification Agreements and all of the other\nagreements identified in such agreements shall have been duly entered into by all of the respective parties;\n\n(b)              \nOrrick, special counsel to the Company, and in-house counsel to the Company shall each have furnished to the Underwriters its written\nopinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n -17- \n\n \n\n(c)              \nOrrick, special counsel to the Company, shall have furnished to the Underwriters its letter relating to the Preliminary Prospectus\n(as supplemented by any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus as of the date of the Prospectus and as\nof the Closing Date, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(d)              \nCounsel to the Underwriters shall have furnished to the Underwriters its letter relating to the Preliminary Prospectus (as supplemented\nby any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus as of the date of the Prospectus and as of the Closing\nDate, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(e)              \nCounsel for each Mortgage Loan Seller satisfactory to the Underwriters shall have furnished to the Underwriters its written opinion,\ndated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(f)               \nCounsel for each Mortgage Loan Seller satisfactory to the Underwriters shall have furnished to the Underwriters its letter relating\nto the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus as of the\ndate of the Prospectus and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to the Underwriters and\ncounsel for the Underwriters;\n\n(g)              \nCounsel for the Master Servicer satisfactory to the Underwriters shall have furnished to the Underwriters its written opinion,\ndated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(h)              \nCounsel for the Master Servicer satisfactory to the Underwriters shall have furnished to the Underwriters its letter relating to\nthe Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus as of the date\nof the Prospectus and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel\nfor the Underwriters;\n\n(i)                \nCounsel for the Special Servicer satisfactory to the Underwriters shall have furnished to the Underwriters its written opinion,\ndated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(j)                \nCounsel for the Special Servicer satisfactory to the Underwriters shall have furnished to the Underwriters its letter relating\nto the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus as of the\ndate of the Prospectus and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to the Underwriters and\ncounsel for the Underwriters;\n\n(k)              \nCounsel for the Operating Advisor and Asset Representations Reviewer satisfactory to the Underwriters shall have furnished to the\nUnderwriters its written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n -18- \n\n \n\n(l)                \nCounsel for the Operating Advisor and Asset Representations Reviewer satisfactory to the Underwriters shall have furnished to\nthe Underwriters its letter relating to the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement(s)) as of the Time of\nSale and to the Prospectus as of the date of the Prospectus and as of the Closing Date, dated the Closing Date, in form and substance\nsatisfactory to the Underwriters and counsel for the Underwriters;\n\n(m)            \nCounsel for the Certificate Administrator satisfactory to the Underwriters shall have furnished to the Underwriters its written\nopinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(n)              \nCounsel for the Certificate Administrator satisfactory to the Underwriters shall have furnished to the Underwriters its letter\nrelating to the Preliminary Prospectus (as supplemented by any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus\nas of the date of the Prospectus and as of the Closing Date, dated the Closing Date, in form and substance satisfactory to the Underwriters\nand counsel for the Underwriters;\n\n(o)              \nCounsel for the Trustee satisfactory to the Underwriters shall have furnished to the Underwriters its written opinion, dated the\nClosing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(p)              \nCounsel for the Trustee satisfactory to the Underwriters shall have furnished to the Underwriters its letter relating to the Preliminary\nProspectus (as supplemented by any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus as of the date of the Prospectus\nand as of the Closing Date, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(q)              \nCounsel for the TPP satisfactory to the Underwriters shall have furnished to the Underwriters its written opinion, dated the Closing\nDate, in form and substance satisfactory to the Underwriters and counsel for the Underwriters.\n\n(r)               \nCounsel for the TPP satisfactory to the Underwriters shall have furnished to the Underwriters its letter relating to the Preliminary\nProspectus (as supplemented by any Pre-Pricing Supplement(s)) as of the Time of Sale and to the Prospectus as of the date of the Prospectus\nand as of the Closing Date, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters;\n\n(s)               \nThe independent accountants of the Company or other accountants acceptable to the Underwriters shall have furnished to the Underwriters\none or more letters containing statements and information of the type customarily included in accountants’ “comfort letters”\nand “agreed upon procedures letters” with respect to certain financial and statistical information contained in the Preliminary\nProspectus, any Pre-Pricing Supplement(s), the Term Sheet and the Prospectus, in each case as to such matters as the Underwriters may\nreasonably request and in form and substance satisfactory to the Underwriters;\n\n(t)                \nSince the respective dates as of which information is given in the Time of Sale Information as of the Time of Sale or in the Prospectus\nas amended prior to the Time of Delivery, there shall not have been any change in the capital stock or long-term debt of the\n\n -19- \n\n \n\nCompany or any of its subsidiaries or any change,\nor any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’\nequity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as\namended prior to the Time of Delivery, the effect of which is, in the judgment of the Underwriters, so material and adverse as to make\nit impracticable or inadvisable to proceed with the offering or the delivery of the Publicly Offered Certificates on the terms and in\nthe manner contemplated in the Time of Sale Information and the Prospectus as first amended or supplemented;\n\n(u)              \nOn or after the date of this Agreement, there shall not have occurred any of the following: (i) a suspension or material limitation\nin trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in\nNew York declared by either Federal or New York State authorities or any material disruption in commercial banking or securities settlement\nor clearance services in the United States; or (iii) the outbreak or escalation of hostilities involving the United States or the\ndeclaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis or any change in the\nfinancial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in this clause\n(iii) in the judgment of the Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery\nof the Publicly Offered Certificates on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus;\n\n(v)              \nThe Company shall have furnished or caused to be furnished to the Underwriters at the Time of Delivery certificates of its officers\nsatisfactory to the Underwriters as to the accuracy in all material respects of its representations and warranties herein at and as of\nsuch Time of Delivery, as to the performance of all of its obligations hereunder to be performed at or prior to such Time of Delivery\nand as to such other matters as the Underwriters may reasonably request;\n\n(w)            \nThe Underwriters shall have received evidence satisfactory to them that the Publicly Offered Certificates are rated in the rating\ncategory or categories as indicated in the Time of Sale Information by the rating agency or agencies specified therein;\n\n(x)              \nThe Underwriters shall have received such further opinions, information, certificates and documents as the Underwriters may reasonably\nhave requested, and all proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto\nand thereto shall be in all material respects reasonably satisfactory in form and substance to the Underwriters and their counsel; and\n\n(y)              \nThe Registration Statement shall be effective under the Securities Act and no stop order suspending the effectiveness of the Registration\nStatement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission and the Prospectus and\neach Free Writing Prospectus required to be filed by the Company pursuant to Section 11 shall have been filed or transmitted\nfor filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) or Rule 433 under the Securities\nAct, as applicable.\n\n -20- \n\n \n\n8.                 \n(a)  The Company shall indemnify and hold harmless each Underwriter,\nits affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15\nof the Securities Act or Section 20 of the Exchange Act, against any losses, expenses, claims, damages or liabilities, joint or several\n(and will reimburse each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within\nthe meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, for any legal fees and other expenses incurred in\nconnection with any suit, action, investigation or proceeding, liability or any claim asserted, as such fees and expenses are incurred),\nto which such Underwriter, its affiliates, directors and officers and each person, who controls such Underwriter within the meaning of\nSection 15 of the Securities Act or Section 20 of the Exchange Act may become subject, under the Securities Act, the Exchange Act or\notherwise, insofar as such losses, expenses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based\nupon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement when such part\nbecame effective, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required\nto be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement\nof any material fact contained in the Prospectus or any amendment or supplement thereto or the omission or alleged omission to state\ntherein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances\nunder which they were made, not misleading; or (iii) any untrue statement or alleged untrue statement of any material fact contained\nin (1) the Preliminary Prospectus or any amendment or supplement thereto, (2) any other Time of Sale Information, (3) any Issuer Free\nWriting Prospectus or (4) any Issuer Information contained in any Underwriter Free Writing Prospectus, or the omission or alleged omission\nto state a material fact necessary to make the statements therein (in the case of clause (2) through (4) above, when read in conjunction\nwith the other Time of Sale Information), in the light of the circumstances under which they were made, not misleading, which untrue\nstatement or omission was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to\nsuch Underwriter at least one (1) Business Day prior to the Time of Sale (or in the case of any Corrective Information correcting\ninformation in the Preliminary Prospectus (as amended or supplemented), at least 48 hours (but, in any event, no less than one (1) Business\nDay) prior to the date of the Time of Sale) and, if such Corrective Information was so delivered, the subject loss, expenses, claim,\ndamage or liability would not have resulted but for the fact that such Underwriter sold Publicly Offered Certificates to the person asserting\nsuch loss, expenses, claim, damage or liability without delivering to such person such Corrective Information prior to the Time of Sale;\nor (iv) any breach of the representation and warranty in Section 1(x) or Section 1(y); provided, however,\nthat, in the case of clauses (i), (ii) and (iii) above, the Company shall not be liable in any such case to the extent that any such\nloss, expense, claim, damage or liability is caused by any such untrue statement or omission or alleged untrue statement or omission\nwith respect to any Underwriter Information or Other Transaction Participant Information.\n\n(b)              \nEach Underwriter shall, severally and not jointly, indemnify and hold harmless the Company and its affiliates, directors and officers\nand each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange\nAct, against any losses, expenses, claims, damages or liabilities to which the Company or its affiliates, directors or officers or any\nperson who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, may become subject,\nunder the Securities Act, the Exchange Act or otherwise, but only insofar as such losses, expenses,\n\n -21- \n\n \n\nclaims, damages or liabilities (or actions\nin respect thereof) arise out of or are based upon: (i) untrue statements or alleged untrue statements of a material fact, or omissions\nor alleged omissions to state a material fact required to be stated therein or necessary to make the statements therein, in the light\nof the circumstances under which they were made, not misleading, in the Underwriter Information with respect to such Underwriter; and\n(ii) untrue statements or alleged untrue statements of a material fact in any Underwriter Free Writing Prospectus prepared by or on behalf\nof such Underwriter or omission or alleged omission to state in such Underwriter Free Writing Prospectus a material fact required to be\nstated therein or necessary in order to make the statements therein (when read in conjunction with the Time of Sale Information), in the\nlight of the circumstances under which they were made, not misleading, provided that no Underwriter shall be obligated to so indemnify\nand hold harmless the Company to the extent such losses, expenses, claims, damages or liabilities (or actions in respect thereof)\narise out of or are based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission with respect to\nany Issuer Information, or (B) information (other than the Underwriter Information) that is also contained in the Time of Sale Information.\n\n(c)              \nPromptly after receipt by an indemnified party under subsection (a) or (b) of this Section 8 of notice of the commencement\nof any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such Section,\nnotify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve\nit from any liability which it may have to any indemnified party under such subsection (a) or (b), as the case may be, except to the extent\nthat such omission to notify materially prejudices the indemnifying party (in which case the indemnifying party will be relieved of its\nindemnification obligation only to the extent of any loss caused by the indemnified party’s failure to provide notice) and in no\nevent relieves it of liability it may otherwise have to any indemnified party. Upon request of the indemnified party, the indemnifying\nparty shall retain counsel reasonably satisfactory to the indemnified party (who shall not, except with the consent of the indemnified\nparty, be counsel to the indemnifying party) to represent the indemnified party and any others the indemnifying party may designate in\nsuch proceeding and shall pay the fees and disbursements of such counsel related to such proceeding as incurred. In case any such action\nshall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying\nparty shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly\nnotified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of\nthe indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party\nof its election so to assume the defense thereof the indemnifying party shall not be liable to such indemnified party under subsection\n(a) or (b) of this Section 8 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred\nby such indemnified party, in connection with the defense thereof other than reasonable costs of investigation and other than under the\ncircumstances described in clauses (i) through (iii) of the next sentence. In any such proceeding, any indemnified party shall have the\nright to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the\nindemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties to any such\nproceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both\nparties by the same counsel would be inappropriate due to actual or potential differing interests between them or\n\n -22- \n\n \n\n(iii) the indemnifying party shall have\nfailed to designate within a reasonable period of time counsel reasonably satisfactory to the indemnified party (in which case the fees\nand expenses shall be paid as incurred by the indemnifying party). In no event shall the indemnifying parties be liable for fees and expenses\nof more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection\nwith any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or\ncircumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which\nconsent shall not be unreasonably withheld, conditioned or delayed). However, if settled with such consent or if there be a final judgment\nfor the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such\nsettlement or judgment. Notwithstanding the foregoing two sentences, if at any time an indemnified party shall have requested an indemnifying\nparty to reimburse the indemnified party for fees and expenses of counsel for which the indemnifying party has agreed under this Section 8(c),\nthe indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such\nsettlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying\nparty shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. If an indemnifying\nparty assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party\nor, if such settlement (i) provides for an unconditional release of the indemnified party in connection with all matters relating\nto the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and\n(ii) does not require or contain a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of the\nindemnified party, without the consent of the indemnified party.\n\n(d)              \nIf the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified\nparty under Section 8(a) or Section 8(b) above in respect of any losses, expenses, claims, damages or liabilities\n(or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such\nindemnified party as a result of such losses, expenses, claims, damages or liabilities (or actions in respect thereof) in such proportion\nas is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the\noffering of the Publicly Offered Certificates subject to this Agreement. If, however, the allocation provided by the immediately preceding\nsentence is not permitted by applicable law or the indemnified party failed to give the notice required under Section 8(c) of this\nAgreement, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as\nis appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters\non the other in connection with the statements or omissions which resulted in such losses, expenses, claims, damages or liabilities (or\nactions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on\nthe one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of\nthe Publicly Offered Certificates to the Underwriters (before deducting expenses) received by the Company bear to the total underwriting\nfees, discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things,\nwhether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates\nto information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative\n\n -23- \n\n \n\nintent, knowledge, access to information concerning\nthe matter with respect to which the claim was asserted, and opportunity to correct or prevent such statement or omission and any other\nequitable considerations appropriate under the circumstances. The Company and the Underwriters agree that it would not be just and equitable\nif contribution pursuant to this Section 8(d) were determined by *pro rata* or *per capita* allocation (even if\nthe Underwriters were treated as one entity for such purposes) or by any other method of allocation which does not take account of the\nequitable considerations referred to above in this Section 8(d). Notwithstanding the provisions of this Section 8(d), no\nUnderwriter shall be required to contribute or deemed to contribute any amount in excess of the amount by which the total fees, purchase\ndiscounts and commissions received by such Underwriter in connection with the offering of the Publicly Offered Certificates exceeds the\namount of damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission\nor alleged omission. For purposes of this calculation, the fees payable to Academy and Mischler shall be deemed to be $22,094 and $22,094,\nrespectively. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall\nbe entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligation\nunder this Section 8(d) to contribute are several in proportion to their respective underwriting obligations and not joint.\nThe remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies that may otherwise\nbe available to any indemnified party at law or in equity.\n\n(e)              \nThe obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise\nhave and shall extend, upon the same terms and conditions, to each affiliate, officer and director of any Underwriter and each person,\nif any, who controls such Underwriter within the meaning of the Securities Act; and the obligations of each Underwriter under this Section 8\nshall be in addition to any liability which such Underwriter may otherwise have and shall extend, upon the same terms and conditions,\nto each affiliate, officer and director of the Company and to each Person, if any, who controls the Company within the meaning of the\nSecurities Act.\n\n(f)               \nThe amount paid or payable by an indemnified party as a result of the losses, expenses, claims, damages or other liabilities (or\nactions in respect thereof) referred to in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred\nby such indemnified party in connection with investigating or defending any such action or claim, which expenses the indemnifying party\nshall pay as and when incurred at the request of the indemnified party. In the event that any expenses so paid by the indemnifying party\nare subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment\nshall promptly refund the amount so paid to the party which made such payment.\n\n(g)              \nThe respective indemnities, agreements, representations, warranties and other statements of the Company and the Underwriters as\nset forth in this Agreement shall remain in full force and effect, regardless of any investigations (or any statements as to the results\nthereof) made in connection with the issuance of the Publicly Offered Certificates by or on behalf of the Underwriters or any officer\nor director or controlling person of an Underwriter, or the Company, or any officer, director or controlling person of the Company and\nshall survive delivery of and payment for the Publicly Offered Certificates. The provisions of Section 6 of this Agreement and\n\n -24- \n\n \n\nthe indemnity and contribution agreements in\nthis Section 8 shall survive the termination and cancellation of this Agreement.\n\n(h)              \nEach Underwriter (the “Indemnifying Underwriter”) will indemnify and hold harmless the other Underwriters, each\naffiliate, officer and director of any such other Underwriter and each person, if any, who controls any such other Underwriter within\nthe meaning of either the Securities Act or the Exchange Act (such indemnified parties, individually and collectively, the “Non-Indemnifying\nUnderwriter”) from and against any and all losses, expenses, claims, damages or liabilities, joint or several, to which the\nNon-Indemnifying Underwriter becomes subject under the Securities Act, the Exchange Act or other federal or state statutory law or\nregulation, common law or otherwise insofar as such losses, expenses, claims, damages or liabilities, (or actions in respect thereof)\narise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact or the omission or alleged omission\n(when read in conjunction with the Time of Sale Information) to state a material fact required to be stated therein or necessary in order\nto make the statements therein, in the light of the circumstances under which they were made, not misleading at the Time of Sale, contained\nin any Underwriter Free Writing Prospectus prepared by such Indemnifying Underwriter, (ii) any untrue statement or alleged untrue statement\nof a material fact regarding the Indemnifying Underwriter contained in the Underwriter Information or the omission or alleged omission\nto state therein a material fact required to be stated therein regarding the Indemnifying Underwriter or necessary to make the statements\ntherein regarding the Indemnifying Underwriter, in the light of the circumstances under which they were made, not misleading, or (iii)\nthe failure of such Indemnifying Underwriter, or any member of its selling group, to comply with any provision of Section 11 of\nthis Agreement, and agrees to reimburse such Non-Indemnifying Underwriter, as incurred for any legal or other expenses reasonably incurred\nby them in connection with investigating or defending any such loss, claim, damage, liability or action, except to the extent such losses,\nclaims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in the Issuer Information\nwhich was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to such Underwriter\nat least one (1) Business Day prior to the Time of Sale (or in the case of any Corrected Supplement, at least 48 hours (but, in any event,\nno less than one (1) Business Day) prior to the date of the Time of Sale), or in any Other Transaction Participant Information. This agreement\nwill be in addition to any liability that any Underwriter may otherwise have.\n\n9.                 \n(a)  If any Underwriter shall default in its obligation to purchase Publicly Offered Certificates which it has agreed\nto purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for any of them or another party or other parties\nto purchase such Certificates on the terms contained herein. If within thirty-six hours after such default by any Underwriter the\nnon-defaulting Underwriters do not arrange for the purchase of such Certificates, then the Company shall be entitled to a further period\nof thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase\nsuch Certificates on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the\nCompany that they have so arranged for the purchase of such Certificates, or the Company notifies the non-defaulting Underwriters that\nit has so arranged for the purchase of such Certificates, the non-defaulting Underwriters or the Company shall have the right to postpone\nthe Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the\nRegistration Statement or the Prospectus,\n\n -25- \n\n \n\nor in any other documents or arrangements,\nand the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the opinion of the non-defaulting\nUnderwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted\nunder this Section with like effect as if such person had originally been a party to this Agreement with respect to such Certificates.\n\n(b)              \nIf, after giving effect to any arrangements for the purchase of the Publicly Offered Certificates of a defaulting Underwriter or\nUnderwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a) of this Agreement, the aggregate\nprincipal balance of such Publicly Offered Certificates which remains unpurchased does not exceed one-eleventh of the aggregate principal\nbalance of all the Publicly Offered Certificates, then the Company shall have the right to require each non-defaulting Underwriter\nto purchase the principal balance of Publicly Offered Certificates which such non-defaulting Underwriter agreed to purchase hereunder\nand, in addition, to require each non-defaulting Underwriter to purchase its *pro rata* share (based on the principal balance\nof Publicly Offered Certificates which such non-defaulting Underwriter agreed to purchase hereunder) of the Publicly Offered Certificates\nof such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting\nUnderwriter from liability for its default.\n\n(c)              \nIf, after giving effect to any arrangements for the purchase of the Publicly Offered Certificates of a defaulting Underwriter or\nUnderwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) of this Section 9, the aggregate\nprincipal balance of such Publicly Offered Certificates which remains unpurchased exceeds one-eleventh of the aggregate principal\nbalance of all the Publicly Offered Certificates, or if the Company shall not exercise the right described in subsection (b) of this Section\n9 to require non-defaulting Underwriters to purchase Publicly Offered Certificates of a defaulting Underwriter or Underwriters,\nthen this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except\nfor the expenses to be borne by the Company and the Underwriters as provided in Section 6 of this Agreement and the indemnity and\ncontribution agreements in Section 8 of this Agreement; but nothing herein shall relieve a defaulting Underwriter from liability\nfor its default.\n\n10.             \nIf this Agreement shall be terminated pursuant to Section 9 of this Agreement, the Company shall not be under any liability\nto any Underwriter except as provided in Section 6 and Section 8 of this Agreement; but if for any reason the Publicly\nOffered Certificates are not delivered by or on behalf of the Trustee as provided herein, other than by several Underwriters’ failure\nto comply with its obligations hereunder, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses,\nincluding reasonable fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase,\nsale and delivery of the Publicly Offered Certificates, but the Company shall be under no further liability to any Underwriter with respect\nto such Certificates except as provided in Section 6 and Section 8 of this Agreement.\n\n11.             \n(a) The Underwriters may prepare and provide to prospective investors Free Writing Prospectuses (as defined below), or portions\nthereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to\nthe Company such Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or\n\n -26- \n\n \n\nMicrosoft Excel® format and not in a PDF,\nexcept to the extent that the Company, in its sole discretion, waives such requirements, subject to the following conditions (to which\nsuch conditions each Underwriter agrees (provided that no Underwriter shall be responsible for any breach of the following conditions\nby any other Underwriter)):\n\n(i)                                   Unless preceded\nor accompanied by the Prospectus, the Underwriters shall not convey or deliver any written communication to any person in connection\nwith the initial offering of the Publicly Offered Certificates, unless such written communication (1) is made in reliance on Rule 134\nunder the Securities Act, (2) is made in reliance on Rule 172 under the Securities Act, (3) is the Time of Sale Information\nor the Prospectus or (4) constitutes a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters\nshall not convey or deliver in connection with the initial offering of the Publicly Offered Certificates any materials in reliance on\nany “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act\n(“ABS Informational and Computational Material”), in reliance upon Rules 167 and 426 under the Securities Act.\n\n(ii)                                Each Underwriter\nshall deliver to the Company, no later than two business days prior to the date of first use thereof or such later date as may be agreed\nto by the Company that allows the Company to satisfy the requirements of Rule 433 under the Securities Act, (a) any Free Writing\nProspectus that was prepared by or on behalf of such Underwriter (an “Underwriter Free Writing Prospectus”) and that\ncontains any “issuer information,” as defined in Rule 433(h) under the Securities Act and footnote 271 of the Commission’s\nSecurities Offering Reform Release No. 33-8591 (“Issuer Information”) (which the parties hereto agree includes,\nwithout limitation, Mortgage Loan Seller Information), and (b) any Free Writing Prospectus or portion thereof prepared by or on behalf\nof such Underwriter that contains only a description of the final terms of the Publicly Offered Certificates. Notwithstanding the foregoing,\nany Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the\nCompany not later than the later of (A) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b)\nunder the Securities Act or such later date as may be agreed to by the Company or (B) the date of first use of such Free Writing Prospectus.\n\n(iii)                             Each Underwriter\nrepresents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant\nto Section 11(a)(ii) of this Agreement will constitute all Free Writing Prospectuses of the type described therein that\nwere furnished to prospective investors by such Underwriter in connection with its offer and sale of the Publicly Offered Certificates.\n\n(iv)                            Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the\nCompany pursuant to Section 11(a)(ii) of this Agreement did not, as of the Time of Sale, and will not as of the Closing Date,\ninclude any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein (when read\nin conjunction with the Time of Sale Information), in the light of the circumstances under which they were made, not misleading; provided\nhowever, that such Underwriter makes no representation to the\n\n -27- \n\n \n\nextent such misstatements or omissions\nwere the result of any inaccurate Issuer Information or Other Transaction Participant Information, which information was not corrected\nby Corrective Information subsequently supplied by the Company or any other party to the Pooling and Servicing Agreement or any Mortgage\nLoan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale.\n\n(v)                                               The Company agrees\nto file with the Commission the following:\n\n(A)             \nAny Issuer Free Writing Prospectus;\n\n(B)             \nAny Free Writing Prospectus or portion thereof delivered by any Underwriter to the Company pursuant to Section 11(a)(ii)\nof this Agreement;\n\n(C)             \nAny Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information\nthat is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in\nthe business of publishing, radio or television broadcasting or otherwise disseminating communications; and\n\n(D)              \nAny ABS Informational and Computational Material that is not being treated as a Free Writing Prospectus.\n\n(vi)                                            Any Free Writing\nProspectus required to be filed pursuant to Section 11(a)(v)(C) of this Agreement by the Company shall be filed with the Commission\nnot later than the date of first use of the Free Writing Prospectus, except that:\n\n(A)             \nAny Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the\nPublicly Offered Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms\nhave been established for all classes of Publicly Offered Certificates and the date of first use;\n\n(B)             \nAny Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material\nshall be filed by the Company with the Commission not later than the later of the due date for filing the Prospectus relating to the Publicly\nOffered Certificates pursuant to Rule 424(b) under the Securities Act and two business days after the date of first use of such Free\nWriting Prospectus; and\n\n(C)             \nAny Free Writing Prospectus required to be filed pursuant to Section 11(a)(v)(C) of this Agreement shall, if no payment\nhas been made or consideration has been given by or on behalf of the Company for such Free Writing Prospectus or its dissemination, be\nfiled by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or\ntelevision broadcast or other dissemination of such Free Writing Prospectus.\n\n -28- \n\n \n\n(vii)                        Each Underwriter\n(with the reasonable cooperation of the Company) shall file with the Commission, or provide to the Company at least 2 Business Days prior\nto the time such filing is required (and the Company shall file with the Commission), any Free Writing Prospectus (other than a Free\nWriting Prospectus required to be delivered to the Company pursuant to Section 11(a)(ii) of this Agreement) that is neither\nan Issuer Free Writing Prospectus nor contains Issuer Information and that is used or referred to by it and distributed by or on behalf\nof such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first\nuse of such Free Writing Prospectus.\n\n(viii)                     Notwithstanding\nthe provisions of Section 11(a)(vii) of this Agreement, each Underwriter shall file, or cause to be filed, with the Commission\nany Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information\nthat is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in\nthe business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment\nwas made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after\nsuch Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of such Free Writing Prospectus.\n\n(ix)                            Notwithstanding\nthe provisions of Sections 11(a)(v) (other than Section 11(a)(v)(C)), 11(a)(vii) and 11(a)(viii)\nof this Agreement: (A) neither the Company nor any Underwriter shall be required to file (1) any Free Writing Prospectus\nthat does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission, (2) any\nFree Writing Prospectus or portion thereof that contains a description of the Publicly Offered Certificates or the offering of the Publicly\nOffered Certificates which does not reflect the final terms thereof or (3) any Issuer Information contained in any Underwriter\nFree Writing Prospectus or Free Writing Prospectus of any other offering participant other than the Company, if such information is included\nor incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering\nof the Publicly Offered Certificates; and (B) no Underwriter shall be required to file any Free Writing Prospectus to the extent\nthat the information contained therein is included in a prospectus or Free Writing Prospectus previously filed that relates to the offering\nof the Publicly Offered Certificates.\n\n(x)                               The Company and\nthe Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain the following legend, or substantially equivalent\nlegend that complies with Rule 433 of the Securities Act:\n\nThe depositor has filed a registration\nstatement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read\nthe prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about\nthe depositor, the issuing trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC website\n\n -29- \n\n \n\nat www.sec.gov. Alternatively, the depositor,\nany underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free\n1-800-831-9146.\n\n(xi)                           In the event that\nthe Company becomes aware that, as of the Time of Sale, the Preliminary Prospectus contained any untrue statement of a material fact\nor omitted to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which\nthey were made, not misleading, the Company shall (i) notify the Underwriters thereof within one business day after discovery, (ii) prepare\nand deliver to the Underwriters a supplement to the Preliminary Prospectus that corrects the material misstatement or omission in the\nPreliminary Prospectus and that meets the requirements of Rule 424(h)(2) under the Securities Act (such supplement, a “Corrected\nSupplement”) and (iii) file such Corrected Supplement with the Commission in accordance with Rule 424(h) under the Securities\nAct. Upon receipt of such notice from the Company, the Underwriters shall:\n\n(A)            \nNotify each investor in the Publicly Offered Certificates in a prompt fashion that any prior contract of sale with such investor\nhas been terminated, and of such investor’s rights as a result of termination of such agreement;\n\n(B)             \nUpon receipt of a copy of such Corrected Supplement from the Company, deliver, at least 48 hours prior to sending a new confirmation\nof sale to an investor in the Publicly Offered Certificates in accordance with Rule 15c2-8(b) under the Exchange Act, such Corrected Supplement\nto such investor;\n\n(C)             \nProvide such investor with an opportunity to enter into a new contract of sale on the terms described in the Time of Sale Information\n(as updated by such Corrected Supplement); and\n\n(D)            \nComply with any other requirements for reformation of the original contract of sale, as described in Section IV.A.2.c of the Commission’s\nSecurities Offering Reform Release No. 33-8591.\n\n(xii)                        The Company and\neach Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to\nthis Section 11 for a period of three years following the initial bona fide offering of the Publicly Offered Certificates.\n\n(xiii)                     (A) In the\nevent that the Company becomes aware that, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of\na material fact or omits to state a material fact necessary in order to make the statements contained therein (when read in conjunction\nwith the Time of Sale Information), in the light of the circumstances under which they were made, not misleading (a “Defective\nIssuer Free Writing Prospectus”), the Company shall notify the Underwriters of such untrue statement or omission within one\nbusiness day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free\nWriting Prospectus that corrects the material misstatement or omission in the Defective Issuer Free\n\n -30- \n\n \n\nWriting Prospectus (such corrected Issuer\nFree Writing Prospectus, a “Corrected Issuer Free Writing Prospectus”).\n\n(B)             \nIn the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered\nto an investor in any Publicly Offered Certificates contained any untrue statement of a material fact or omitted to state a material fact\nnecessary in order to make the statements contained therein (when read in conjunction with the Time of Sale Information), in the light\nof the circumstances under which they were made, not misleading (together with a Defective Issuer Free Writing Prospectus, a “Defective\nFree Writing Prospectus”), such Underwriter shall notify the Company of such untrue statement or omission within one business\nday after discovery.\n\n(C)             \nThe Underwriters shall, if requested by the Company:\n\n(1)              \nif the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, prepare a Free Writing Prospectus that corrects\nthe material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus,\na “Corrected Free Writing Prospectus”);\n\n(2)              \neither (i) deliver the Corrected Free Writing Prospectus to each investor which received the Defective Free Writing Prospectus\nprior to entering into a contract of sale with such investor, clearly identifying or highlighting the Corrective Information, or (ii) deliver\nthe Corrected Free Writing Prospectus to each investor that received the Defective Free Writing Prospectus and has entered into a contract\nof sale, clearly identifying or highlighting the Corrective Information;\n\n(3)              \nnotify such investor in a prominent fashion that the prior contract of sale with the investor has been terminated, and of the investor’s\nrights as a result of termination of such agreement;\n\n(4)              \nprovide such investor with an opportunity to affirmatively agree to purchase the Publicly Offered Certificates on the terms described\nin the Corrected Free Writing Prospectus; and\n\n(5)              \ncomply with any other requirements for reformation of the original contract of sale with such investor, as described in Section\nIV.A.2.c of Commission’s Securities Offering Reform Release No. 33-8591.\n\n(D)            \nIn the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good\nfaith incur any costs to an investor in connection with the reformation of the contract of sale with the investor, the Company agrees\nto reimburse the Underwriters for such costs; provided that, before incurring such costs, the Underwriters first permit the\n\n -31- \n\n \n\nCompany access to the applicable investor\nand an opportunity to attempt to mitigate such costs through direct negotiation with such investor.\n\n(xiv)                     Each Underwriter\ncovenants with the Company that after the Prospectus is available such Underwriter shall not distribute any written information concerning\nthe Publicly Offered Certificates to a prospective investor unless such information is preceded or accompanied by the Prospectus.\n\n12.             \n(a)  Any Underwriter may terminate its obligations under this Agreement by notice to the Company at any time at or prior\nto the Time of Delivery if the sale of the Publicly Offered Certificates provided for herein is not consummated because of any failure\nor refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason\nthe Company shall be unable to perform its obligations under this Agreement.\n\n(b)              \nThe obligations of the Underwriters to purchase the Publicly Offered Certificates shall be terminable by the Underwriters if at\nany time on or prior to the Time of Delivery: (i) any change, or any development or event involving a prospective change, in the\ncondition (financial or other), business, properties or results of operations of the Company or the Trust Fund which, in the judgment\nof the Underwriters, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering\nor the sale of and payment for the Publicly Offered Certificates; (ii) any downgrading in the rating of any of the Publicly Offered Certificates\nby any “nationally recognized statistical rating organization” (as defined under the Exchange Act), or any public announcement\nthat any such organization has under surveillance or review its rating of any of the Publicly Offered Certificates (other than an announcement\nwith positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change\nin U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the\njudgment of the Underwriters, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Publicly\nOffered Certificates, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension\nor material limitation of trading in securities generally on the New York Stock Exchange or any over-the-counter market, or any setting\nof minimum prices for trading on such exchange or market, or any suspension of trading of any Publicly Offered Certificates on any relevant\nexchange or in the over-the-counter market; (v) any general moratorium on commercial banking activities declared by any Federal or\nNew York State authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or\n(vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war\nby Congress or any other national or international calamity or emergency if, in the judgment of the Underwriters, the effect of any such\nattack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of\nthe offering or the sale of any payment for the Publicly Offered Certificates.\n\n(c)              \nIf any Underwriter terminates its obligations under this Agreement in accordance with Section 12(a) of this Agreement, the\nCompany shall reimburse such Underwriter for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of\ncounsel) that shall have been reasonably incurred by such Underwriter in connection with the proposed purchase and sale of the Publicly\nOffered Certificates.\n\n -32- \n\n \n\n13.             \nAll statements, requests, notices and agreements hereunder shall be in writing and shall be deemed to have been duly given to\nany party hereto if (a) personally delivered, (b) mailed by registered or certified mail, postage prepaid and received by the\naddressee, (c) sent by express courier delivery service and received by the addressee or (d) transmitted by e-mail, telex or facsimile\ntransmission (or any other type of electronic transmission agreed upon by the parties) and confirmed by a writing delivered by any of\nthe means described in (a), (b) or (c), at the address, email address and/or facsimile number, as applicable, with respect to such party\nset forth in Section 12.04 of the Pooling and Servicing Agreement or, in the case of any party hereto, to such other address, email address\nand/or facsimile number, as applicable, as may hereafter be furnished by such intended recipient party to the other parties hereto in\nwriting.\n\n14.             \nThis Agreement shall be binding upon, and inure solely to the benefit of the Underwriters, the Company and, to the extent provided\nin Section 6 and Section 8 of this Agreement, the respective affiliates, officers and directors of the Company and\nthe Underwriters and each person who controls the Company or any Underwriter within the meaning of Section 15 of the Securities Act or\nSection 20 of the Exchange Act, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser\nof any of the Publicly Offered Certificates from any Underwriter shall be deemed a successor or assign merely by reason of such purchase.\n\n15.             \nTime shall be of the essence for purposes of this Agreement.\n\n16.             \nTHIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES\nTO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED\nBY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES\nTHEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY\nTO THIS AGREEMENT.\n\n17.             \nTHE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR\nCOUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED\nHEREBY.\n\n18.             \nThis Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed\nto be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed\ncounterpart of a signature page of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate,\nreceipt or similar closing document delivered in connection with the closing of this transaction) in Portable Document Format (PDF), Tagged\nImage File Format (TIF or TIFF), .JPG or .JPEG file format, or by facsimile transmission shall be as effective as delivery of a manually\nexecuted original counterpart of this Agreement.\n\n -33- \n\n \n\n19.             \nEach of the parties hereto agrees that the transaction consisting of this Agreement (and, to the extent permitted under applicable\nlaw, each officer’s certificate, receipt or similar closing document delivered in connection with the closing of this transaction)\nmay be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs\nthis Agreement (or, if applicable, such closing document) using an electronic signature, it is signing, adopting, and accepting this Agreement\nor such closing document and that signing this Agreement or such closing document using an electronic signature is the legal equivalent\nof having placed its handwritten signature on this Agreement or such closing document on paper. The use of electronic signatures and electronic\nrecords (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic\nmeans) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping\nsystem to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce\nAct, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law\nbased on the Uniform Electronic Transactions Act or the Uniform Commercial Code.\n\n20.             \nThe Company and each Underwriter are authorized, subject to applicable law, to disclose any and all aspects of this potential transaction\nthat are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, and all materials\nof any kind (including tax opinions and other tax analyses) related to those benefits, without the Underwriters imposing any limitations\nof any kind.\n\n21.             \nThis Agreement supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof. Neither\nthis Agreement nor any term hereof may be amended, waived, discharged or terminated except by a writing signed by the party against whom\nenforcement of such amendment, waiver, discharge or termination is sought.\n\n22.             \nEACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED\nIN NEW YORK COUNTY AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY\nACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM\nIN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT\nSHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND\n(IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER\nAND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.\n\n23.             \n(a) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement\n(and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to\nthe same extent as the transfer would be effective under the U.S. Special Resolution Regime if this\n\n -34- \n\n \n\nAgreement (and any interest and obligation\nin or under, and any property securing, this Agreement) were governed by the laws of the United States or a state of the United States.\n\n(b)              \nIn the event a Covered Party or any BHC Act Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special\nResolution Regime, Default Rights with respect to this Agreement that may be exercised against such Covered Party are permitted to be\nexercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement\nwere governed by the laws of the United States or a state of the United States.\n\n(c)              \nNotwithstanding anything to the contrary in this Agreement or any other agreement, the parties hereto expressly acknowledge and\nagree that:\n\n(i)                                None of the Underwriters\nshall be permitted to exercise any Default Right with respect to this Agreement or any Covered Affiliate Credit Enhancement that is related,\ndirectly or indirectly, to a BHC Act Affiliate of the Company becoming subject to an Insolvency Proceeding, except as permitted under\nthe provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable; and\n\n(ii)                              Nothing in this\nAgreement shall prohibit the transfer of any Covered Affiliate Credit Enhancement, any interest or obligation in or under such Covered\nAffiliate Credit Enhancement, or any property securing such Covered Affiliate Credit Enhancement to a Transferee upon or following a\nBHC Act Affiliate of the Company becoming subject to an Insolvency Proceeding, unless the transfer would result in any Underwriter being\nthe beneficiary of such Covered Affiliate Credit Enhancement in violation of any law applicable to such Underwriter.\n\n(d)              \nAfter a BHC Act Affiliate of the Company has become subject to an Insolvency Proceeding, if an Underwriter seeks to exercise any\nDefault Right with respect to this Agreement or any Covered Affiliate Credit Enhancement, such Underwriter shall have the burden of proof,\nby clear and convincing evidence, that the exercise of such Default Right is permitted hereunder or thereunder.\n\n(e)              \nThe requirements of Sections 23(a) and 23(b) of this Agreement apply notwithstanding Section 23(c) of this\nAgreement.\n\n(f)               \nDefinitions. For the purposes of this Section 23, the following definitions apply:\n\n(i)                                 “BHC\nAct Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,\n12 U.S.C. § 1841(k).\n\n(ii)                              “Covered\nAffiliate Credit Enhancement” means any Credit Enhancement provided by a BHC Act Affiliate of the Company to any one or more\nUnderwriters.\n\n -35- \n\n \n\n(iii)                           “Covered\nAffiliate Support Provider” means a BHC Act Affiliate of the Company that is an obligor on any Covered Affiliate Credit Enhancement,\nprovided that it is not a Transferee.\n\n(iv)                           “Covered\nParty” means any party to this Agreement that is one of the following:\n\n(A)                           a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);\n\n(B)                           a “covered\nbank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or any subsidiary of such a covered\nbank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R. § 47.3(b); or\n\n(C)                           a “covered\nFSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).\n\n(v)                               “Credit\nEnhancement” means, with respect to this Agreement, any credit enhancement or other credit support arrangement in support of\nthe obligations of the Company hereunder or with respect hereto, including any guarantee, collateral arrangement (including any pledge,\ncharge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit,\ntransfer of margin, reimbursement obligation or any similar arrangement.\n\n(vi)                            “Default\nRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. § 252.81, 12 C.F.R.\n§ 47.2 or 12 C.F.R. § 382.1, as applicable.\n\n(vii)                        “Insolvency\nProceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.\n\n(viii)                     “Transferee”\nmeans, in respect of a Covered Affiliate Credit Enhancement, a person to whom such Credit Enhancement is transferred upon the Covered\nAffiliate Support Provider entering an Insolvency Proceeding or thereafter as part of the resolution, restructuring, or reorganization\ninvolving the Covered Affiliate Support Provider.\n\n(ix)                            “U.S.\nSpecial Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and\n(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.\n\n[SIGNATURE PAGES FOLLOW]\n\n -36- \n\n \n\nIf the foregoing is in\naccordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter\nand your acceptance shall represent a binding agreement between the Company and each of the Underwriters.\n\nVery truly yours,\n\nCITIGROUP COMMERCIAL MORTGAGE\n\nSECURITIES INC.\n\nBy:\n/s/ Richard Simpson\n\nName: Richard Simpson\n\nTitle: President\n\nBenchmark 2026-B43 – Underwriting Agreement\n\nAccepted as of the date hereof:\n\nCITIGROUP GLOBAL MARKETS INC.,\n\nas Underwriter\n\nBy:\n/s/ Raul Orozco\n\nName: Raul Orozco\n\nTitle: Managing Director\n\nBenchmark 2026-B43 – Underwriting Agreement\n\n \n\nDEUTSCHE BANK SECURITIES INC.,\n\nas Underwriter\n\nBy:\n/s/ Darell Gustafson\n\nName: Darell Gustafson\n\nTitle: M.D\n\nBy:\n/s/ Matt Smith\n\nName: Matt Smith\n\nTitle: Director\n\nBenchmark 2026-B43 – Underwriting Agreement\n\n \n\nGOLDMAN SACHS & CO. LLC,\n\nas Underwriter\n\nBy:\n/s/ Scott Epperson\n\nName: Scott Epperson\n\nTitle: Managing Director\n\nBenchmark 2026-B43 – Underwriting Agreement\n\nBMO CAPITAL MARKETS CORP.,\n\nas Underwriter\n\nBy:\n/s/ Ravish Kamath\n\nName: Ravish Kamath\n\nTitle: Managing Director\n\nBenchmark 2026-B43 – Underwriting Agreement\n\nBARCLAYS CAPITAL INC.,\n\nas Underwriter\n\nBy:\n/s/ Daniel Schmidt\n\nName: Daniel Schmidt\n\nTitle: Authorized Signatory\n\nBenchmark 2026-B43 – Underwriting Agreement\n\nBOFA SECURITIES, INC.,\n\nas Underwriter\n\nBy:\n/s/ Theresa Dooley-Bollmann\n\nName: Theresa Dooley-Bollmann\n\nTitle: Director\n\nBenchmark 2026-B43 – Underwriting Agreement\n\n \n\nUBS SECURITIES LLC,\n\nas Underwriter\n\nBy:\n/s/ Andrew Lisa\n\nName: Andrew Lisa\n\nTitle: Executive Director\n\nBy:\n/s/ Nicholas Galeone\n\nName: Nicholas Galeone\n\nTitle: Managing Director\n\nBenchmark 2026-B43 – Underwriting Agreement\n\n \n\nACADEMY SECURITIES, INC.,\n\nas Underwriter\n\nBy:\n/s/ Michael Boyd\n\nName: Michael Boyd\n\nTitle: Chief Compliance Officer\n\nBenchmark 2026-B43 – Underwriting Agreement\n\n \n\nMischler Financial Group, Inc.,\n\nas Underwriter\n\nBy:\n/s/ Doyle L. Holmes\n\nName: Doyle L. Holmes\n\nTitle: President\n\nBenchmark 2026-B43 – Underwriting Agreement\n\nSCHEDULE I\n\n \n\nClass\nof Certificates\n\nApproximate\nInitial Certificate Balance (or Notional Amount)\n\nApproximate\nInitial Pass-Through Rate\n\nClass A-1\n$44,730,000\n4.65437%\n\nClass A-4\n$90,000,000\n5.21365%\n\nClass A-5\n$292,186,000\n5.50648%\n\nClass A-SB\n$36,010,000\n5.46513%\n\nClass X-A\n$462,926,000(1)\n1.24049%\n\nClass X-B\n$121,518,000(1)\n0.68881%\n\nClass A-S\n$65,306,000\n5.79031%\n\nClass B\n$31,412,000\n6.04065%\n\nClass C\n$24,800,000\n6.08754%\n\n(1)Notional Amount.\n\n \n\n \n\nSch. I-1\n\nSCHEDULE II\n\nPurchase Price\n\n \n \nPrincipal Balance or Notional Amount of Class Purchased**1**\n\nClass\nof Certificates\n\nPrice**2**\n\nCGMI\n\nGS&Co.\n\nBCI\n\nDBSI\n\nBMO Capital\n\nBofA\nSecurities\n\nUBS Securities\n\nAcademy\n\nMischler\n\nClass A-1\n99.99999%\n$4,377,609.95\n$10,114,802.84\n$6,104,200.31\n$10,294,185.11\n$2,546,704.41\n$8,673,778.20\n$2,618,719.18\n$0\n$0\n\nClass A-4\n100.99993%\n$8,808,068.31\n$20,351,715.98\n$12,282,093.18\n$20,712,646.09\n$5,124,153.73\n$17,452,270.01\n$5,269,052.68\n$0\n$0\n\nClass A-5\n103.00000%\n$28,595,491.65\n$66,072,072.07\n$39,873,951.98\n$67,243,835.68\n$16,635,622.03\n$56,658,988.50\n$17,106,038.08\n$0\n$0\n\nClass A-SB\n102.99995%\n$3,524,206.00\n$8,142,947.70\n$4,914,201.95\n$8,287,359.84\n$2,050,230.84\n$6,982,847.15\n$2,108,206.52\n$0\n$0\n\nClass X-A\n7.09231%\n$45,305,375.92\n$104,681,538.60\n$63,174,447.43\n$106,538,026.73\n$26,356,711.01\n$89,767,883.85\n$27,102,016.47\n$0\n$0\n\nClass X-B\n4.16983%\n$11,892,653.84\n$27,478,886.92\n$16,583,282.21\n$27,966,214.76\n$6,918,632.37\n$23,564,054.97\n$7,114,274.93\n$0\n$0\n\nClass A-S\n102.99994%\n$6,391,330.10\n$14,767,657.38\n$8,912,159.75\n$15,029,556.29\n$3,718,199.82\n$12,663,754.95\n$3,823,341.72\n$0\n$0\n\nClass B\n102.99997%\n$3,074,211.58\n$7,103,201.14\n$4,286,723.46\n$7,229,173.77\n$1,788,443.52\n$6,091,230.06\n$1,839,016.48\n$0\n$0\n\nClass C\n99.99995%\n$2,427,112.16\n$5,608,028.40\n$3,384,399.01\n$5,707,484.70\n$1,411,989.03\n$4,809,069.96\n$1,451,916.74\n$0\n$0\n\n1\nThe principal balance or notional amount of the Publicly Offered Certificates of each class thereof purchased by any Underwriter\nmay be subject to rounding.\n\n2\nThe purchase price for each class of the Publicly Offered Certificates shown is net of accrued interest. With respect to each class\nof Publicly Offered Certificates, the purchase price to be paid will include accrued interest at the initial pass-through rate thereof\non the aggregate principal balance or notional amount, as applicable, thereof to be purchased from May 1, 2026 to but excluding the Closing\nDate.\n\nSch. II-1\n\n \n\n \n\n \n\n****"}