{"url_path":"/sec/cik-0002135998/8-k/2026-06-04/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/2135998/0001539497-26-001662-index.html","accession_number":"0001539497-26-001662","cik":"0002135998","ticker":null,"issuer_name":"BBCMS Mortgage Trust 2026-5C42","edgar_url":"https://www.sec.gov/Archives/edgar/data/2135998/0001539497-26-001662-index.html","primary_entity_key":"0002135998","primary_entity_name":"BBCMS Mortgage Trust 2026-5C42"},"word_count":21404,"has_tables":true,"body_markdown":"EX-1.1\n2\nexh1_1-ua.htm\nUNDERWRITING AGREEMENT, DATED AS OF JUNE 2, 2026\n\n**Exhibit 1.1**\n\nEXECUTION VERSION** **\n\nBBCMS MORTGAGE TRUST 2026-5C42\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-5C42\n\nUNDERWRITING AGREEMENT\n\nAs of June 2, 2026\n\nBARCLAYS CAPITAL INC.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\n \n\nCITIGROUP GLOBAL MARKETS INC.\n\n388 Greenwich Street, 6th Floor\n\nNew York, New York 10013\n\ngoldman sachs & co. llc\n\n200 West Street\n\nNew York, New York 10282\n\nKEYBANC CAPITAL MARKETS INC.\n\n127 Public Square, 8th Floor\n\nCleveland, Ohio 44114\n\n \n\nDeutsche Bank Securities Inc.\n\n1 Columbus Circle\n\nNew York, New York 10019\n\nSG AMERICAS SECURITIES, LLC\n\n245 Park Avenue\n\nNew York, New York 10167\n\n \n \n\nBANCROFT CAPITAL, LLC\n\n501 Office Center Drive, Suite 130\n\nFort Washington, Pennsylvania 19034\n\n \n\nDREXEL HAMILTON, LLC\n\n110 East 42nd Street\n\nNew York, New York 10017\n\n \n\nTo the above-mentioned parties:\n\nBarclays Commercial Mortgage\nSecurities LLC, a Delaware limited liability company (the “Depositor”), intends to issue its BBCMS Mortgage Trust 2026-5C42,\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C42 (the “Certificates”), in 16 classes (each, a “Class”)\nas designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the\nDepositor further proposes to sell to Barclays Capital Inc. (“Barclays Capital”), Citigroup Global Markets Inc. (“CGMI”),\nGoldman Sachs & Co. LLC (“GS&Co.”), KeyBanc Capital Markets, Inc. (“KeyBanc”), Deutsche\nBank Securities Inc. (“DBSI”), SG Americas Securities, LLC (“SGAS”), Bancroft Capital, LLC (“Bancroft”)\nand Drexel Hamilton, LLC (“Drexel” and, collectively with Barclays Capital, CGMI, GS&Co., KeyBanc, DBSI, SGAS and\nBancroft, the “Underwriters”, and each, individually, an “Underwriter”) the Certificates set forth\nin Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional\namounts set forth in Schedule I. The Certificates represent in the aggregate the entire beneficial ownership interest in a\ntrust fund (the “Trust Fund”) primarily consisting of a segregated pool (the “Mortgage Pool”) of\n37 fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $633,538,007\nas of the Cut-off Date, secured by first liens on certain fee and/or leasehold estate interests in commercial, multifamily or manufactured\nhousing community properties (the “Mortgaged Properties”). The Certificates will be issued on or about June 24, 2026\n(the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”),\n\ndated as of June 1, 2026, among the Depositor,\nas depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),\nLNR Partners, LLC, as special servicer (the “Special Servicer”), Computershare Trust Company, National Association,\nas certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity,\nthe “Trustee”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating\nAdvisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”).\n\nThe Mortgage Loans will be\npurchased by the Depositor (i) from Barclays Capital Real Estate Inc. (“BCREI”) on the Closing Date pursuant to a Mortgage\nLoan Purchase Agreement (the “BCREI Mortgage Loan Purchase Agreement”), dated as of the Closing Date, between BCREI\nand the Depositor, (ii) from Starwood Mortgage Capital LLC (“SMC”) on the Closing Date pursuant to a Mortgage Loan\nPurchase Agreement (the “SMC Mortgage Loan Purchase Agreement”), dated as of the Closing Date, between SMC and the\nDepositor, (iii) from KeyBank National Association (“KeyBank”) on the Closing Date pursuant to a Mortgage Loan Purchase\nAgreement (the “KeyBank Mortgage Loan Purchase Agreement”), dated as of the Closing Date, between KeyBank and the Depositor,\n(iv) from Zions Bancorporation, N.A. (“ZBNA”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the\n“ZBNA Mortgage Loan Purchase Agreement”), dated as of the Closing Date, between ZBNA and the Depositor, (v) from German\nAmerican Capital Corporation (“GACC”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “GACC\nMortgage Loan Purchase Agreement”), dated as of the Closing Date, between GACC and the Depositor, (vi) from Goldman Sachs Mortgage\nCompany (“GSMC”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “GSMC Mortgage Loan\nPurchase Agreement”), dated as of the Closing Date, between GSMC and the Depositor, (vii) from Argentic Real Estate Finance\n2 LLC (“AREF2”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “AREF2 Mortgage Loan\nPurchase Agreement”), dated as of the Closing Date, between AREF2 and the Depositor, (viii) from Citi Real Estate Funding Inc.\n(“CREFI”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “CREFI Mortgage Loan Purchase\nAgreement”), dated as of the Closing Date, between CREFI and the Depositor and (ix) from Societe Generale Financial Corporation\n(“SGFC” and, together with BCREI, SMC, KeyBank, ZBNA, GACC, GSMC, AREF2 and CREFI, the “Mortgage Loan Sellers”)\non the Closing Date pursuant to a Mortgage Loan Purchase Agreement (together with the BCREI Mortgage Loan Purchase Agreement, the SMC\nMortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement, the ZBNA Mortgage Loan Purchase Agreement, the GACC Mortgage\nLoan Purchase Agreement, the GSMC Mortgage Loan Purchase Agreement, the AREF2 Mortgage Loan Purchase Agreement and the CREFI Mortgage\nLoan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), dated as of the Closing Date, between SGFC and the\nDepositor.\n\nTwo real estate mortgage\ninvestment conduit (“REMIC”) elections will be made with respect to certain portions of the Trust Fund for federal\nincome tax purposes. The Registered Certificates and the Mortgage Pool are described more fully in a registration statement and a Prospectus\nfurnished to you by the Depositor.\n\nThe Certificates not being\nsold pursuant to this Agreement (the “Non-Registered Certificates”) will be sold by the Depositor to Barclays Capital,\nCGMI, GS&Co., KeyBanc, DBSI, SGAS, Bancroft and Drexel (collectively, in such capacity, the “Initial Purchasers”)\npursuant to a\n\n- 2 -\n\ncertificate purchase agreement, dated as of\nthe date hereof (the “Certificate Purchase Agreement”), among the Depositor, BCREI and the Initial Purchasers. The\nInitial Purchasers will offer the Non-Registered Certificates for sale in transactions exempt from the registration requirements of the\nSecurities Act of 1933, as amended (the “1933 Act”).\n\nThe Underwriters and the\nInitial Purchasers are collectively referred to herein as the “Dealers”.\n\nIn connection with the transactions\ncontemplated by this Agreement, each of the Mortgage Loan Sellers will enter into an indemnification agreement, each dated as of the date\nhereof (each, a “Mortgage Loan Seller Indemnification Agreement”), among such Mortgage Loan Seller, the Depositor and\nthe Dealers providing for indemnification by such Mortgage Loan Seller of the Dealers in accordance with the terms thereof with respect\nto the Mortgage Loans sold to the Depositor by such Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement. In\naddition, in connection with the transactions contemplated by this Agreement, each of the Master Servicer, the Special Servicer, KeyBank\n(in such capacity, the “Primary Servicer”), the Certificate Administrator, the Trustee, the Operating Advisor and the\nAsset Representations Reviewer (each, a “Service Provider”) will enter into an indemnification agreement, dated as\nof the date hereof (together with the Mortgage Loan Seller Indemnification Agreements, the “Indemnification Agreements”)\namong such Service Provider, the Depositor and the Dealers.\n\nCapitalized terms used but\nnot otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.\n\n1.Representations and Warranties.\n\n(a)              \nThe Depositor represents and warrants to, and agrees with, each Underwriter that:\n\n(i)                                 The\nDepositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-286968)\non Form SF-3 for the registration of Commercial Mortgage Pass-Through Certificates, issuable in series, including the Registered\nCertificates, under the 1933 Act, which registration statement has become effective and a copy of which, as amended to the date hereof,\nhas heretofore been delivered to you. The Depositor meets the requirements for use of Form SF-3 under the 1933 Act, and such registration\nstatement, as amended at the date hereof, meets the requirements set forth in Rule 415(a)(1) under the 1933 Act and complies in\nall other material respects with the 1933 Act and the rules and regulations thereunder. The Depositor also has prepared and filed with\nthe Commission a preliminary prospectus dated May 28, 2026 (the “Preliminary Prospectus”), specifically relating to\nthe Registered Certificates, in accordance with Rule 424(h) and Rule 430D under the 1933 Act. The Depositor also has filed with, or proposes\nto file with, the Commission pursuant to Rule 424(b) under the 1933 Act a prospectus specifically relating to the Registered Certificates\n(the “Prospectus”). Such registration statement, as amended at the time when it became effective, or, if a post-effective\namendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, including all\nexhibits thereto (and any information that is contained in the Preliminary Prospectus or the Prospectus and\n\n- 3 -\n\nis deemed to be a part of and included\nin such registration statement), is referred to herein as the “Registration Statement.” Any reference in this Agreement to\nthe Registration Statement used in connection with the offering of the Registered Certificates, the Preliminary Prospectus or the Prospectus\nshall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 10(d)\nof Form SF-3 under the 1933 Act, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or the\nProspectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect\nto the Registration Statement, the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include any documents filed\nafter the date the Registration Statement became effective, or the date of the Preliminary Prospectus or the Prospectus, as the case may\nbe, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the\n“1934 Act”) that are deemed to be incorporated by reference therein. “Master Tapes” shall mean the\nrespective compilations of information and data regarding the Mortgage Loans and the related Mortgaged Properties covered by those two\ncertain Independent Accountants’ Reports on Applying Agreed-Upon Procedures rendered by a third party accounting firm described\nin Section 6(i) of this Agreement.\n\n(ii)                             As\nof (A) the date hereof, (B) the date the Registration Statement became effective or was deemed effective pursuant to Rule 430D under\nthe 1933 Act, (C) the Time of Sale (including any subsequent Time of Sale), (D) the date of the Preliminary Prospectus, (E) the date\nthe Prospectus is first filed pursuant to Rule 424 under the 1933 Act, (F) the date on which, prior to the Closing Date, any amendment\nto the Registration Statement becomes effective, (G) the date on which any supplement to the Prospectus is filed with the Commission,\nand (H) the Closing Date (each such date or time, an “Effective Time”), (i) the Registration Statement, as amended\nas of any such time, the Preliminary Prospectus, as amended or supplemented as of any such time, and the Prospectus, as amended or supplemented\nas of any such time, complied, complies and will comply in all material respects with the applicable requirements of the 1933 Act and\nthe rules and regulations thereunder, (ii) the conditions to the use by the Depositor of a registration statement on Form SF-3 under\nthe 1933 Act, as set forth in the General Instructions to Form SF-3, have been satisfied or will be satisfied with respect to the Registration\nStatement and the Prospectus, (iii) the Registration Statement, as amended as of any such time, does not include and will not include\nany untrue statement of a material fact and does not omit and will not omit to state any material fact required to be stated therein\nor necessary in order to make the statements therein not misleading, (iv) the Preliminary Prospectus, as amended or supplemented as of\nany such time, does not include and will not include any untrue statement of a material fact and does not omit and will not omit to state\nany material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances\nunder which they were made, not misleading, and (v) the Prospectus, as amended or supplemented as of any such time, does not include\nand will not include any untrue statement of a material fact and does not omit and will not omit to state any material fact required\nto be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,\nnot misleading; provided that the Depositor makes no representations or warranties as to (x) statements contained in or omitted from\nthe Registration Statement, the Preliminary\n\n- 4 -\n\nProspectus or the Prospectus or the information\ncontained in any revision or amendment of or supplement to the Preliminary Prospectus or the Prospectus thereto made in reliance upon\nand in conformity with information furnished in writing to the Depositor by or on behalf of any Underwriter specifically for use in the\nRegistration Statement, the Preliminary Prospectus or the Prospectus (such information being identified in Section 8(b) hereof), (y) the\nMortgage Loan Seller Covered Information (as defined in Section 8(a)(i) hereof), or (z) any information with respect to which any of the\nMaster Servicer (the “Master Servicer Covered Information”), the Special Servicer (the “Special Servicer Covered\nInformation”), the Primary Servicer (the “Primary Servicer Covered Information”), the Certificate Administrator\n(the “Certificate Administrator Covered Information”), the Trustee (the “Trustee Covered Information”),\nthe Operating Advisor (the “Operating Advisor Covered Information”) or the Asset Representations Reviewer (the “Asset\nRepresentations Reviewer Covered Information”) agrees in the related Indemnification Agreement to provide indemnification.\n\n(iii)                          The\nDepositor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware\nwith power and authority to own, lease or operate its properties and to conduct its business as described in the Prospectus as now conducted\nby it and to enter into and perform its obligations under this Agreement, the Mortgage Loan Purchase Agreements and the Pooling and Servicing\nAgreement; and the Depositor is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction\nin which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.\n\n(iv)                         As\nof each Effective Time, there has not and will not have been (x) any request by the Commission for any further amendment to the\nRegistration Statement or the Prospectus or for any additional information, (y) any issuance by the Commission of any stop order\nsuspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose or (z) any\nnotification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or any initiation\nor threat of any proceeding for such purpose.\n\n(v)                             This\nAgreement has been, and as of the Closing Date, each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement\nwill be, duly authorized, executed and delivered by the Depositor and this Agreement constitutes, and, as of the Closing Date, each of\nthe Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement will constitute, a legal, valid and binding agreement of\nthe Depositor, enforceable against the Depositor in accordance with its respective terms, except as enforceability may be limited by\n(x) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights\nof creditors generally, (y) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and\n(z) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the\nenforceability of the provisions of this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement that\npurport to provide indemnification from securities law liabilities.\n\n- 5 -\n\n(vi)                         As\nof the Closing Date, the Registered Certificates, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements will\nconform in all material respects to the respective descriptions thereof contained in each of (A) the Prospectus, (B) the Preliminary\nProspectus and (C) any Issuer Information (as may have been revised and corrected if such revised or corrected information was delivered\na reasonable time prior to the Time of Sale) delivered to any Underwriter for inclusion in an Underwriter Free Writing Prospectus. As\nof the Closing Date, the Registered Certificates will be duly and validly authorized and, when delivered in accordance with the Pooling\nand Servicing Agreement to you against payment therefor as provided herein, will be duly and validly issued and outstanding and entitled\nto the benefits of the Pooling and Servicing Agreement.\n\n(vii)                       The\nDepositor is not in violation of its certificate of formation, limited liability company agreement or similar organizational documents,\nor in default under any agreement, indenture or instrument the effect of which violation or default would be material to the Depositor\nor which violation or default would have a material adverse effect on the performance of its obligations under this Agreement, the Pooling\nand Servicing Agreement or any Mortgage Loan Purchase Agreement. Neither the issuance and sale of the Registered Certificates, nor the\nexecution and delivery by the Depositor of this Agreement, any Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement\nnor the consummation by the Depositor of any of the transactions herein or therein contemplated, nor compliance by the Depositor with\nthe provisions hereof or thereof, did, does or will conflict with or result in a breach of any term or provision of the certificate of\nformation, limited liability company agreement or similar organizational documents of the Depositor or conflict with, result in a breach,\nviolation or acceleration of, or constitute a default (or an event which, with the passing of time or notification, or both, would constitute\na default) under, the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it or any\nof its material assets is bound, or any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative\nagency or governmental body having jurisdiction over the Depositor.\n\n(viii)                   Neither the issuance and sale of the Registered Certificates, nor the execution and delivery by the Depositor of this Agreement\nor any Mortgage Loan Purchase Agreement nor the consummation by the Depositor of any of the transactions herein or therein contemplated,\nnor compliance by the Depositor with the provisions hereof or thereof, did, does or will, except as contemplated by the Pooling and Servicing\nAgreement, result in the creation or imposition of any lien, charge or encumbrance upon any of the Depositor’s property or assets\npursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument to which the Depositor is a party, by\nwhich it or any property or asset is bound or to which any of the property or assets of the Depositor is subject.\n\n(ix)                            There\nis no action, suit or proceeding against the Depositor pending, or, to the knowledge of the Depositor, threatened, before any court,\narbitrator, administrative agency or other tribunal, (v) that, if determined adversely to the Depositor, would have a material adverse\neffect on the business or financial condition of the\n\n- 6 -\n\nDepositor, (w) asserting the invalidity\nof this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase Agreement or the Registered Certificates, (x) seeking\nto prevent the issuance of the Registered Certificates or the consummation of any of the transactions contemplated by the Pooling and\nServicing Agreement, the Mortgage Loan Purchase Agreements or this Agreement, (y) that might materially and adversely affect the performance\nby the Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Pooling and Servicing Agreement,\nany Mortgage Loan Purchase Agreement or the Registered Certificates or (z) seeking to affect adversely the federal income tax attributes\nof the Registered Certificates as described in the Preliminary Prospectus or the Prospectus.\n\n(x)                               The\nDepositor will, at the Closing Date (and to the extent that title and ownership of any such Mortgage Loan was transferred to the Depositor\nby the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement), own the Mortgage Loans, free and clear\nof any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance.\n\n(xi)                            At\nthe Closing Date, the Depositor will have full power and authority to sell and deliver the Mortgage Loans to the Trustee under the Pooling\nand Servicing Agreement and, at the Closing Date, will have duly authorized such assignment and delivery to the Trustee by all necessary\naction.\n\n(xii)                         There are no contracts, indentures or other documents of a character required by the 1933 Act or by the rules and regulations\nthereunder to be described or referred to in the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed as\nexhibits to the Registration Statement which have not been so described or referred to therein or so filed or incorporated by reference\nas exhibits thereto.\n\n(xiii)                      No\nauthorization, approval or consent of any court or governmental authority or agency is necessary in connection with (i) the offering\nor sale of the Registered Certificates pursuant to this Agreement, except such as have been, or as of the Closing Date will have been,\nobtained or such as may otherwise be required under applicable state securities laws in connection with the purchase and offer and sale\nof the Registered Certificates by the Underwriters and any recordation of the respective assignments of the Mortgage Loans to the Trustee\npursuant to the Pooling and Servicing Agreement that have not been completed or (ii) the consummation by the Depositor of the other transactions\ncontemplated by this Agreement, the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreements.\n\n(xiv)                     The\nDepositor possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory\nagencies or bodies necessary to conduct the business now operated by it, and the Depositor has not received any notice of proceedings\nrelating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if\nthe subject of any unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise,\nor the earnings, business affairs or business prospects of the Depositor.\n\n- 7 -\n\n(xv)                       Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement, the Pooling and\nServicing Agreement and the Mortgage Loan Purchase Agreements and the delivery and sale of the Registered Certificates (other than such\nfederal, state and local taxes as may be payable on the income or gain recognized therefrom) have been or will be paid at or prior to\nthe Closing Date.\n\n(xvi)                     Neither\nthe Depositor nor the Trust Fund is, and neither the sale of the Registered Certificates in the manner contemplated by the Prospectus\nnor the activities of the Trust Fund pursuant to the Pooling and Servicing Agreement will cause the Depositor or the Trust Fund to be,\nsubject to registration or regulation as an “investment company” or under the control of an “investment company”\nas such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust\nFund will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company\nAct contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act as a basis for it not registering\nunder the Investment Company Act, although there may be additional exclusions or exemptions available to the Trust Fund. The Trust Fund\nwas structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619\nof the Dodd-Frank Wall Street Reform and Consumer Protection Act.\n\n(xvii)                  Under\ngenerally accepted accounting principles and for federal income tax purposes, the Depositor will report the transfer of the Mortgage\nLoans to the Trustee in exchange for the Certificates and will report the sale of the Registered Certificates to the Underwriters pursuant\nto this Agreement as a sale of the interests in the Mortgage Loans evidenced by the Registered Certificates. The consideration received\nby the Depositor upon the sale of the Registered Certificates to the Underwriters will constitute reasonably equivalent value and fair\nconsideration for the Registered Certificates. The Depositor will be solvent at all relevant times prior to, and will not be rendered\ninsolvent by, the sale of the Registered Certificates to the Underwriters. In addition, the Depositor was solvent at all relevant times\nprior to, and will not be rendered insolvent by, the transfer of the Mortgage Loans to the Trustee on behalf of the Trust Fund. The Depositor\nis not selling the Registered Certificates to the Underwriters and is not transferring the Mortgage Loans to the Trustee on behalf of\nthe Trust Fund with any intent to hinder, delay or defraud any of the creditors of the Depositor.\n\n(xviii)               The\nDepositor acknowledges and agrees that: (i) the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty\nto the Depositor with respect to the offering of the Registered Certificates contemplated hereby (including in connection with determining\nthe terms of the offering) and not as a financial or other advisor or a fiduciary to, or an agent of, the Depositor or any other person\nirrespective of whether any Underwriter has advised or is advising the Depositor on other matters; (ii) no Underwriter is advising the\nDepositor as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (iii) the Depositor has consulted,\nto the extent it deems necessary, its own advisors concerning such matters and shall be responsible for making its own independent investigation\nand appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor\nwith respect thereto; (iv) any review by the Underwriters of the Depositor, the transactions\n\n- 8 -\n\ncontemplated hereby or other matters\nrelating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor;\nand (v) the Underwriters’ obligations to the Depositor in respect of the offering, purchase and sale of the Registered Certificates\nare set forth in this Agreement in their entirety.\n\n(xix)                       At\nthe Closing Date, the respective Classes of Registered Certificates listed on Schedule I hereto shall have been assigned\nratings no lower than those set forth in the Time of Sale Information by the nationally recognized statistical rating organizations retained\nto provide such ratings (the “Rating Agencies”), and such ratings shall not have been placed on negative credit watch\nor negative review by such Rating Agency.\n\n(xx)                          The\nDepositor is not, and on the date on which the initial bona fide offer of the Registered Certificates is made will not be, an\n“ineligible issuer,” as defined in Rule 405 under the 1933 Act.\n\n(xxi)                      At\nor prior to the time when sales to investors of the Registered Certificates were first made as determined in accordance with Rule 159\nof the 1933 Act (the “Time of Sale”), which was approximately (a) 11:00 a.m. (Eastern time) on June 2, 2026 with respect\nto the Class A-1, Class A-2, Class A-3, Class A-S, Class B and Class C Certificates and (b) 4:00 p.m. (Eastern time) on June 2, 2026\nwith respect to the Class X-A Certificates, the Depositor had prepared the following information (collectively, the “Time of\nSale Information”): (x) the Free Writing Prospectus dated May 28, 2026, designated as a Structural and Collateral Term Sheet\nand relating to the Registered Certificates (the “Term Sheet”) and (y) the Preliminary Prospectus. For the\npurposes of this Agreement, “Free Writing Prospectus” shall mean a “free writing prospectus” as defined\npursuant to Rule 405 under the 1933 Act. If, subsequent to the date of this Agreement, the Depositor and the Underwriters have\ndetermined that the Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary\nin order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the applicable\nUnderwriters have terminated their old purchase contracts and entered into new purchase contracts with investors in the Registered Certificates,\nthen “Time of Sale Information” will refer to the information available to investors at the time of entry into such\nnew purchase contracts, including any information that corrects such material misstatements or omissions (“Corrective Information”).\n\n(xxii)                   At\nthe Closing Date, each of the representations and warranties of the Depositor set forth in the Pooling and Servicing Agreement and the\nMortgage Loan Purchase Agreements will be true and correct in all material respects.\n\n(xxiii)                 The\nTime of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact\nor omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they\nwere made, not misleading; provided that the Depositor makes no representation and warranty with respect to (x) any Underwriter\nInformation (as defined below) in such Time of Sale Information, (y) any Mortgage Loan Seller Covered\n\n- 9 -\n\nInformation in such Time of Sale Information\nor (z) any Master Servicer Covered Information, Special Servicer Covered Information, Primary Servicer Covered Information, Certificate\nAdministrator Covered Information, Trustee Covered Information, Operating Advisor Covered Information or Asset Representations Reviewer\nCovered Information.\n\n(xxiv)                To\nthe extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any\nother rights thereunder, the Depositor will enforce the rights of the Underwriters under the Pooling and Servicing Agreement.\n\n(xxv)                  The\nDepositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared,\nauthorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication”\n(as defined in Rule 405 under the 1933 Act) that constitutes an offer to sell or solicitation of an offer to buy the Registered\nCertificates other than (A)  any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act\nor Rule 134 under the 1933 Act, (B) the Preliminary Prospectus or any supplement to the Preliminary Prospectus that may be required\nto be filed with the Commission under Rule 424(h)(2) under the 1933 Act, (C) the Prospectus, (D) the Term Sheet and (E) each other written\ncommunication approved in writing in advance by Barclays Capital (each such communication referred to in clause (D) and this clause (E)\nconstituting an “issuer free writing prospectus” (as defined in Rule 433(h) under the 1933 Act) being referred to as an “Issuer\nFree Writing Prospectus”). Each such Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply,\nin all material respects with the 1933 Act and the rules and regulations promulgated thereunder, has been filed or will be filed in accordance\nwith Section 4(b)(v) (to the extent required thereby) and, did not at the Time of Sale, and at the Closing Date will not,\ncontain any untrue statements of a material fact or, (when read in conjunction with the other Time of Sale Information) omit to state\na material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not\nmisleading; provided that the Depositor makes no representation and warranty with respect to (x) any statements or omissions\nmade in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by any Underwriter\nexpressly for use in any Issuer Free Writing Prospectus, (y) any Mortgage Loan Seller Covered Information in any Issuer Free Writing\nProspectus or (z) any Master Servicer Covered Information, Special Servicer Covered Information, Primary Servicer Covered Information,\nCertificate Administrator Covered Information, Trustee Covered Information, Operating Advisor Covered Information or Asset Representations\nReviewer Covered Information in any Issuer Free Writing Prospectus.\n\n(xxvi)               The\nDepositor has executed and delivered a written representation (the “17g-5 Representation”) to each Rating Agency that\nit will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the 1934 Act, and the Depositor\nhas complied, and hereafter will comply, with each such representation, other than any breach of the 17g-5 Representation (x) that\nwould not have a material adverse effect on the\n\n- 10 -\n\nCertificates or (y) arising from\na breach by any of the Underwriters of the representation, warranty and agreement set forth in Section 4(b)(xvi).\n\n(xxvii)            The\nDepositor has not obtained (and, through and including the Closing Date, will not obtain without the consent of the Underwriters) any\nthird party due diligence report contemplated by Rule 15Ga-2 under the 1934 Act (“Due Diligence Report”) in connection\nwith the transactions contemplated by this Agreement and the Prospectus other than those two certain agreed-upon procedures reports (collectively,\nthe “Accountants’ Due Diligence Report”) obtained from the accounting firm engaged to perform procedures involving\na comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the\n“Accountants”), a copy of which has been furnished to Barclays Capital, at the request of the Depositor; and, except\nfor the Accountants with respect to the Accountants’ Due Diligence Report, the Depositor has not employed (and, through and including\nthe Closing Date, will not employ without the consent of the Underwriters) any third party to engage in any activity that constitutes\n“due diligence services” within the meaning of Rule 17g-10 under the 1934 Act (“Due Diligence Services”)\nin connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented to the inclusion\nof the Accountants’ Due Diligence Report in a Form 15G (as defined below) furnished on the Commission’s Electronic Data Gathering\nand Retrieval System (“EDGAR”) as required by Rule 15Ga-2 under the 1934 Act (“Rule 15Ga-2”).\n\n(xxviii)           Any\ncertification on Form ABS Due Diligence-15E (each, a “Form 15E”) received by the Depositor from the Accountants in\nconnection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required by Rule 17g-5\nunder the 1934 Act on the Rule 17g-5 website established by or on behalf of the Depositor, and the Depositor has not received any other\nForm 15E from any party.\n\n(xxix)                  The\nDepositor (A) prepared a report on Form ABS-15G (the “Form 15G”) containing the findings and conclusions of the\nAccountants’ Due Diligence Report and meeting all other requirements of such Form 15G, Rule 15Ga-2, any other rules and regulations\nof the Commission and the 1934 Act; (B) provided a copy of the final draft of such Form 15G to Barclays Capital at least six business\ndays before the date of first sale of any Registered Certificates; and (C) furnished such Form 15G to the Commission on EDGAR at least\nfive business days before the date of first sale of any Registered Certificates as required by Rule 15Ga-2.\n\n(xxx)                     No\nportion of the Form 15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any\nother personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic\npersonal information” within the meaning of Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999.\n\n(xxxi)                  The\nDepositor has entered into an agreement, dated and effective as of June 2, 2026, with SMC (in such capacity, the “Retaining\nSponsor”), Starwood Conduit CMBS Vertical Retention II LLC, Starwood CMBS Horizontal Retention BBCMS 2026-\n\n- 11 -\n\n5C42 LLC, BCREI, KeyBank, ZBNA, GACC,\nGSMC, AREF2, CREFI and SGFC pursuant to which agreement the Retaining Sponsor agreed to act as the “retaining sponsor” (as\ndefined in the Risk Retention Rules) with respect to the securitization constituted by the issuance of the Certificates and will satisfy\nthe risk retention requirements under the Risk Retention Rules through (a) the purchase by Starwood CMBS Horizontal Retention BBCMS 2026-5C42\nLLC of an “eligible horizontal residual interest” and (b) the purchase by Starwood Conduit CMBS Vertical Retention II LLC\nof an “eligible vertical interest” (in each case, as defined in the Risk Retention Rules).\n\n(b)              \nBCREI represents and warrants to, and agrees with, each Underwriter that:\n\n(i)                                 BCREI\nis a Delaware corporation duly organized, validly existing and in good standing under the laws of the United States of America and possesses\nall requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute,\ndeliver and comply with its obligations under the terms of this Agreement.\n\n(ii)                              This\nAgreement has been duly and validly authorized, executed and delivered by BCREI and, assuming due authorization, execution and delivery\nhereof by the Depositor and the Underwriters, constitutes a legal, valid and binding obligation of BCREI, enforceable against BCREI in\naccordance with its terms, except as such enforcement may be limited by (x) bankruptcy, insolvency, reorganization, moratorium\nand other laws affecting the enforcement of creditors’ rights in general, (y) general equity principles (regardless of whether\nsuch enforcement is considered in a proceeding in equity or at law), and (z) public policy considerations underlying the securities\nlaws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport\nto provide indemnification from liabilities under applicable securities laws.\n\n(iii)                          The\nexecution and delivery of this Agreement by BCREI and BCREI’s performance and compliance with the terms of this Agreement will\nnot (x) violate BCREI’s certificate of incorporation or by-laws, (y) violate any law or regulation or any administrative\ndecree or order to which it is subject or (z) constitute a default (or an event which, with notice or lapse of time, or both,\nwould constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which BCREI is a party\nor by which BCREI is bound.\n\n(iv)                          BCREI is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,\nstate, municipal or other governmental agency or body, which default might have consequences that would materially and adversely affect\nthe condition (financial or other) or operations of BCREI or its properties or have consequences that would materially and adversely affect\nits performance hereunder.\n\n(v)                            BCREI\nis not a party to or bound by any agreement or instrument or subject to any certificate of incorporation, by-laws or any other corporate\nrestriction or any judgment, order, writ, injunction, decree, law or regulation that would materially and adversely affect the ability\nof BCREI to perform its obligations under this Agreement or\n\n- 12 -\n\nthat requires the consent of any third\nperson to the execution of this Agreement or the performance by BCREI of its obligations under this Agreement (except to the extent such\nconsent has been obtained).\n\n(vi)                          No consent, approval, authorization or order of any court or administrative, regulatory or other governmental agency or\nbody is required for the execution, delivery and performance by BCREI of or compliance by BCREI with this Agreement or the consummation\nof the transactions contemplated by this Agreement except as have previously been obtained.\n\n(vii)                       No\nlitigation is pending or, to the best of BCREI’s knowledge, threatened against BCREI that would assert the invalidity of this Agreement,\nprohibit its entering into this Agreement or materially and adversely affect the performance by BCREI of its obligations under this Agreement.\n\n(viii)                    Each\nrepresentation and warranty of the Depositor set forth in Section 1(a) hereof is true and correct as of the date hereof\nor as of the date specified in such representation and warranty.\n\n(c)              \nEach Underwriter, severally and not jointly, represents and warrants to and covenants with the Depositor that:\n\n(i)                                as\nof the date hereof and as of the Closing Date, such Underwriter has complied with all of its obligations under Section 4 hereof;\n\n(ii)                              it\nhas not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Registered Certificates to\nany EEA retail investor in the European Economic Area;\n\nFor the purposes\nof this subsection (c)(ii):\n\n(1)                              the\nexpression “EEA retail investor” means a person who is one (or more) of the following:\n\n(A)       a\nretail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MIFID II”); or\n\n(B) a customer within\nthe meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point\n(10) of Article 4(1) of MIFID II; or\n\n(C) not a qualified\ninvestor as defined in Article 2 of Regulation (EU) 2017/1129;\n\n(2)                              the\nexpression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer\nand the Registered Certificates so as to enable an investor to decide to purchase or subscribe for the Registered Certificates; and\n\n- 13 -\n\n(3)                              the\nexpression “European Economic Area” means Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia,\nFinland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands,\nNorway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden;\n\n(iii)                           it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Registered Certificates\nto any UK retail investor in the United Kingdom (the “UK”);\n\nFor purposes of this subsection (c)(iii):\n\n(1)                             the\nexpression “UK retail investor” means a person who is one (or more) of the following:\n\n(A)       a\nretail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of UK domestic law by virtue of the European\nUnion (Withdrawal) Act 2018 (as amended, the “EUWA”); or\n\n(B) a customer within\nthe meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules\nor regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client,\nas defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or\n\n(C) not a qualified\ninvestor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA; and\n\n(2)                               the\nexpression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer\nand the Registered Certificates so as to enable an investor to decide to purchase or subscribe for the Registered Certificates;\n\n(iv)                          (A)                     in\nthe United Kingdom, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation\nor inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with\nthe issue or sale of any Registered Certificates in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing\nEntity or the Depositor; and\n\n(B)                     it\nhas complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Registered\nCertificates in, from or otherwise involving the United Kingdom;\n\n- 14 -\n\nFor the purposes of this\nsubsection (c)(iv), the term “Issuing Entity” means the BBCMS Mortgage Trust 2026-5C42;\n\n(v)                             it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Registered 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 re-sale, 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 other relevant laws, regulations and\nministerial guidelines of Japan;\n\n(vi)                          it\n(A) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Registered Certificates (except for\nRegistered Certificates which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) (the\n“SFO”) of Hong Kong) other than (a) to “professional investors” as defined in the SFO and any rules or\nregulations made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as\ndefined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (the “C(WUMP)O”) of Hong Kong\nor which do not constitute an offer to the public within the meaning of the C(WUMP)O; and (B) has not issued or had in its possession\nfor the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere,\nany advertisement, invitation or document relating to the Registered Certificates, which is directed at, or the contents of which are\nlikely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other\nthan with respect to Registered Certificates which are or are intended to be disposed of only to persons outside Hong Kong or only to\n“professional investors” as defined in the SFO and any rules made under the SFO;\n\n(vii)                       it has not offered, sold or delivered and will not offer, sell or deliver the Registered Certificates, directly or indirectly,\nor to any person for re-offering or re-sale, directly or indirectly, in the Republic of Korea or to any resident of the Republic of Korea,\nexcept as otherwise permitted under applicable laws and regulations of the Republic of Korea, including the Financial Investment Services\nand Capital Markets Act and the Foreign Exchange Transactions Law and the decrees and regulations thereunder;\n\n(viii)                    it\nhas not offered or sold any Registered Certificates or caused such certificates to be made the subject of an invitation for subscription\nor purchase and will not offer or sell such Registered Certificates or cause such Registered Certificate to be made the subject of an\ninvitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute the Preliminary Prospectus,\nthe Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of\nthe Registered Certificates, whether directly or indirectly, to persons in Singapore other than (i) to an “institutional investor”\n(as defined in Section 4A(1)(c) of the Securities and Futures Act (Cap. 2018) of Singapore (the “SFA”)) pursuant to\nSection 274 of the SFA, (ii) to a “relevant person” (as defined in Section 275(2) of the SFA) pursuant to Section 275(1),\nor any person pursuant to Section 275(1A) of the SFA,\n\n- 15 -\n\nand in accordance with the conditions\nspecified in Section 275 of the SFA, provided always that none of such person shall be an individual other than an individual who is an\n“accredited investor” (as defined in Section 4A(1)(a) of the SFA); and\n\n(ix)                           except\nfor the Accountants’ Due Diligence Report, such Underwriter has not obtained (and, through and including the Closing Date, will\nnot obtain without the consent of the Depositor) any Due Diligence Report in connection with the offering contemplated hereby and the\nProspectus. Except for the Accountants with respect to the Accountants’ Due Diligence Report, such Underwriter has not employed\n(and, through and including the Closing Date, will not employ without the consent of the Depositor) any third party to engage in any\nactivity that constitutes Due Diligence Services, and has not received a Form 15E from any party, in connection with the transactions\ncontemplated by this Agreement and the Prospectus.\n\n2.Purchase and Sale.\n\n(a)              \nSubject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Depositor\nagrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, at the applicable\npurchase prices set forth in Schedule I hereto, the respective certificate balances and notional amounts of the Registered\nCertificates set forth beneath the name of each Underwriter set forth in Schedule I, and any additional portions of the Registered\nCertificates that any such Underwriter may be obligated to purchase pursuant to Section 10 hereof, in all cases plus accrued\ninterest as set forth in Schedule I.\n\n(b)              \nEach Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract\nfor the sale of any Registered Certificates (i) less than three business days after the filing of the Preliminary Prospectus, (ii) less\nthan 48 hours after the date of the filing of any supplement to the Preliminary Prospectus with the Commission in accordance with Rule\n424(h)(2) under the 1933 Act, and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant\nto Section 1(a)(xxix) of this Agreement, of the Form 15G (as defined herein).\n\n3.Delivery and Payment.\n\nDelivery of and payment for\nthe Registered Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I\nhereto (or such later date not later than 10 business days after such specified date as you shall designate), which date and time may\nbe changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Certificates\nshall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified\nin Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the\npurchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner\nof payment as may be agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities\nof DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global\nCertificate(s) shall be placed in the custody of DTC not\n\n- 16 -\n\nlater than 10:00 a.m. (New York City time)\non the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered\nthrough the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered\nin such names as you may have requested in writing not less than one full business day in advance of the Closing Date.\n\nThe Depositor agrees to have\nthe Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities\nof DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the\nlast business day prior to the Closing Date.\n\nReferences herein to actions\ntaken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities\nof DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates\nas reflected on the books and records of DTC.\n\n4.Offering by Underwriters; Free Writing Prospectuses; Preliminary Prospectus and Corrected Supplement.\n\n(a)              \nIt is understood that the Underwriters propose to offer the Registered Certificates for sale to the public, including, without\nlimitation, in and from the State of New York, as set forth in this Agreement, the Time of Sale Information and the Prospectus. It is\nfurther understood that the Depositor, in reliance upon an exemption from the Attorney General of the State of New York to be granted\npursuant to Policy Statement 104 and 105, has not and will not file the offering pursuant to Section 352-e of the General Business\nLaw of the State of New York with respect to the Registered Certificates.\n\n(b)              \nIn connection with the offering of the Registered Certificates, the Underwriters may each prepare and provide to prospective\ninvestors Free Writing Prospectuses (as defined below), or portions thereof, which the Depositor is required to file with the Commission\nin electronic format and will use reasonable efforts to provide to the Depositor such Free Writing Prospectuses, or portions thereof,\nin either Microsoft Word® or Microsoft Excel® format and not in a PDF, except to the extent that the Depositor,\nin its sole discretion, waives such requirements, subject to the following conditions (to which such conditions each Underwriter agrees\n(provided that no Underwriter is responsible for any breach of the following conditions by any other Underwriter)):\n\n(i)                                 Unless\npreceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the 1933 Act, such Underwriter shall not convey\nor deliver any written communication to any person in connection with the initial offering of the Registered Certificates, unless such\nwritten communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) is the Time of Sale Information or the Prospectus,\n(C) is made in reliance on Rule 172 under the 1933 Act, (D) constitutes a Free Writing Prospectus that does not constitute Time of Sale\nInformation, or (E) constitutes such other written communication approved by the Depositor in advance. Without the prior written consent\nof the Depositor, such Underwriter shall not convey or deliver in connection with the initial offering of the Registered Certificates\nany ABS Informational and Computational Material\n\n- 17 -\n\nin reliance upon Rules 167 and 426 under\nthe 1933 Act. “ABS Informational and Computational Material” shall mean “ABS informational and computational material,”\nas defined in Item 1101(a) of Regulation AB under the 1933 Act and “Regulation AB” shall mean Subpart 229.1100 – Asset\nBacked Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject\nto such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided\nby the Commission or its staff from time to time, in each case as in effect on the date hereof and for which compliance is required as\nof the date hereof.\n\n(ii)                              Such\nUnderwriter shall deliver to the Depositor, no later than two business days prior to the date of first use thereof, (A) any Underwriter\nFree Writing Prospectus that contains any “issuer information,” as defined in Rule 433(h) under the 1933 Act (“Issuer\nInformation”) (which the parties hereto agree includes, without limitation, Mortgage Loan Seller Covered Information), and\n(B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Registered Certificates.\nNotwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Material may be delivered\nby such Underwriter to the Depositor not later than the later of (x) two business days prior to the due date for filing of the\nProspectus pursuant to Rule 424(b) under the 1933 Act or (y) the date of first use of such Free Writing Prospectus.\n\n(iii)                          Such\nUnderwriter represents and warrants to the Depositor that the Free Writing Prospectuses to be furnished to the Depositor by such Underwriter\npursuant to Section 4(b)(ii) will constitute all Free Writing Prospectuses of the type described therein that were furnished\nto prospective investors by such Underwriter in connection with its offer and sale of the Registered Certificates.\n\n(iv)                         Such\nUnderwriter represents and warrants to the Depositor that each Free Writing Prospectus required to be provided by it to the Depositor\npursuant to Section 4(b)(ii), when viewed together with the Time of Sale Information, did not, as of the Time of Sale,\nand will not as of the Closing Date, include any untrue statement of a material fact, when viewed in connection with all other prospectuses\ndelivered to such investor on or prior to the Time of Sale, or omit any material fact necessary to make the statements contained therein,\nin the light of the circumstances under which they were made, not misleading; provided that such Underwriter makes no representation\nto the extent such misstatements or omissions were the result of any inaccurate Issuer Information that is Mortgage Loan Seller Covered\nInformation, Master Servicer Covered Information, Special Servicer Covered Information, Primary Servicer Covered Information, Trustee\nCovered Information, Certificate Administrator Covered Information, Operating Advisor Covered Information or Asset Representations Reviewer\nCovered Information, which information was not corrected by Corrective Information subsequently supplied by the Depositor, any other\nparty to the Pooling and Servicing Agreement or any Mortgage Loan Seller to such Underwriter at any time prior to the Time of Sale.\n\n- 18 -\n\n(v)                             The Depositor agrees to file with the Commission the following:\n\n(A)            \nAny Issuer Free Writing Prospectus to the extent required to be filed with the Commission by Rule 433 under the 1933\nAct;\n\n(B)             \nAny Free Writing Prospectus or portion thereof delivered by any Underwriter to the Depositor pursuant to Section 4(b)(ii);\n\n(C)             \nAny Free Writing Prospectus for which the Depositor or any person acting on its behalf provided, authorized or approved\ninformation that is prepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant\nthat is in the 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\nFree Writing Prospectus required to be filed pursuant to Section 4(b)(v) by the Depositor shall be filed with the Commission\nnot later than the date of first use of such 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\nof the Registered Certificates shall be filed by the Depositor with the Commission within two days of the later of the date such final\nterms have been established for all Classes of Registered 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\nMaterial shall be filed by the Depositor with the Commission not later than the later of the due date for filing the final Prospectus\nrelating to the Registered Certificates pursuant to Rule 424(b) under the 1933 Act and two business days after the date of first\nuse of such Free Writing Prospectus;\n\n(C)             \nAny Free Writing Prospectus required to be filed pursuant to Section 4(b)(v)(C) shall, if no payment has been\nmade or consideration has been given by or on behalf of the Depositor for the Free Writing Prospectus or its dissemination, be filed by\nthe Depositor with the Commission not later than four business days after the Depositor becomes aware of the publication, radio or television\nbroadcast or other dissemination of the Free Writing Prospectus; and\n\n(D)            \nThe Depositor shall not be required to file (1) Issuer Information contained in any Free Writing Prospectus prepared\nby or on behalf of an Underwriter (an “Underwriter Free Writing Prospectus”) or by or on behalf of any other offering\nparticipant other than the Depositor, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus\npreviously filed with the Commission that relates to the offering of the Registered Certificates, or (2) any Free Writing Prospectus\nor portion thereof that contains a\n\n- 19 -\n\ndescription of the Registered Certificates\nor the offering of the Registered Certificates which does not reflect the final terms thereof.\n\n(vii)                       Such Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by it and distributed\nby or on behalf of such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the\ndate of the first use of such Free Writing Prospectus.\n\n(viii)                     Notwithstanding\nthe provisions of Section 4(b)(vii), such Underwriter shall file with the Commission any Free Writing Prospectus for which\nsuch Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated\nby a person unaffiliated with the Depositor or any other offering participant that is in the business of publishing, radio or television\nbroadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf\nof the Depositor or any other offering participant, not later than four business days after such Underwriter becomes aware of the publication,\nradio or television broadcast or other dissemination of the Free Writing Prospectus.\n\n(ix)                            Notwithstanding\nthe provisions of Sections 4(b)(v) and 4(b)(vii), neither the Depositor nor such Underwriter shall be required to\nfile any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously\nfiled with the Commission.\n\n(x)                              The\nDepositor and such Underwriter each agree that any Free Writing Prospectuses prepared by it shall contain a legend substantially in the\nfollowing form:\n\nThe depositor has filed a registration\nstatement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-286968)\nfor the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement\nand other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this\noffering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor, any\nunderwriter, or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free\n1-800-603-5847.\n\n(xi)                            The\nDepositor and such Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed\npursuant to this Section 4 for a period of three years following the initial bona fide offering of the Registered\nCertificates.\n\n(xii)                         In\nthe event that the Depositor becomes aware that, as of the Time of Sale, the Preliminary Prospectus contained any untrue statement of\na material fact or omitted to state a material fact necessary to make the statements contained therein, in the\n\n- 20 -\n\nlight of the circumstances under which\nthey were made, not misleading, the Depositor shall (A) notify the Underwriters thereof within one business day after discovery, (B) 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 1933 Act (such supplement, a “Corrected Supplement”)\nand (C) file such Corrected Supplement with the Commission in accordance with Rule 424(h) under the 1933 Act. Upon receipt of such notice\nfrom the Depositor, the Underwriters shall:\n\n(A)            \nNotify each investor in the Registered 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 Depositor, deliver, at least 48 hours prior to sending a new\nconfirmation of sale to an investor in the Registered Certificates in accordance with Rule 15c2-8(b) under the 1934 Act, such Corrected\nSupplement to 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\nInformation (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.2.c of the\nCommission’s Securities Offering Reform Release No. 33-8591.\n\n(xiii)                      If\nthe Depositor becomes aware that, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material\nfact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances\nunder which they were made, not misleading (a “Defective Issuer Free Writing Prospectus”), the Depositor shall immediately\nnotify the Underwriters thereof and the Depositor shall, if requested by the Underwriters, prepare and deliver to the Underwriters a\nFree Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected\nIssuer Free Writing Prospectus, a “Corrected Issuer Free Writing Prospectus”).\n\n(A)            \nIf an Underwriter becomes aware that, with respect to any investor in a Registered Certificate, as of the Time of Sale,\nany Issuer Information contained in any Underwriter Free Writing Prospectus and delivered to such investor was not correctly reflected\nin such Underwriter Free Writing Prospectus such that it caused the Underwriter Free Writing Prospectus to contain any untrue statement\nof a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances\nunder which they were made, not misleading (such Free Writing Prospectus, together with a Defective Issuer Free Writing Prospectus, a\n“Defective Free Writing\n\n- 21 -\n\nProspectus”), such Underwriter\nshall notify the Depositor and each other Underwriter thereof within one business day after discovery.\n\n(B)             \nEach Underwriter shall, if requested by the Depositor:\n\n(1)              \nif the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, prepare a Free Writing Prospectus that\ncorrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus,\ntogether with a Corrected Issuer Free Writing Prospectus, a “Corrected Free Writing Prospectus”);\n\n(2)              \ndeliver the Corrected Free Writing Prospectus to each investor in a Registered Certificate which received the Defective\nFree Writing Prospectus prior to entering into an agreement to purchase any Registered Certificates;\n\n(3)              \nif after the Time of Sale, notify such investor in a prominent fashion that the prior agreement to purchase Certificates\nhas been terminated, and of the investor’s rights as a result of termination of such agreement;\n\n(4)              \nif after the Time of Sale, provide such investor with an opportunity to affirmatively agree to purchase the Registered Certificates\non the terms described in the Corrected Free Writing Prospectus; and\n\n(5)              \ncomply with any other requirements for reformation of the original contract of sale described in Section IV.A.2.c of the\nCommission’s Securities Offering Reform Release No. 33-8591.\n\n(C)             \nWith respect to this clause (xiii), each Underwriter agrees that if the Depositor requests that an Underwriter\nprepare a Corrected Free Writing Prospectus with respect to a Defective Free Writing Prospectus that another Underwriter prepared, such\nother Underwriter will prepare the Corrected Free Writing Prospectus and will deliver the Corrected Free Writing Prospectus to the Depositor\nand each Underwriter so that each Underwriter may contact its respective investors.\n\n(D)            \nTo the extent any Defective Free Writing Prospectus was defective as a result of incorrect Issuer Information being delivered\nto an Underwriter, the Depositor shall provide such corrected Issuer Information upon request from such Underwriter. The Depositor shall\nalso notify the other Underwriters of such incorrect Issuer Information, to the extent it is provided notice hereunder.\n\n(xiv)                     Such\nUnderwriter covenants with the Depositor that after the final Prospectus is available, such Underwriter shall not distribute any written\ninformation\n\n- 22 -\n\nconcerning the Registered Certificates\nthat contains any Issuer Information to a prospective investor in a Registered Certificate unless such information is preceded or accompanied\nby the final Prospectus.\n\n(xv)                        Such\nUnderwriter further represents and warrants that it has offered and sold Registered Certificates in the United Kingdom only to, or directed\nat, persons who:\n\n(A)            \nhave professional experience in matters relating to investments and qualify as investment professionals in accordance with\nArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”);\nor\n\n(B)             \nare persons falling within Articles 49(2)(a) through (d) (“High Net Worth Companies, Unincorporated Associations,\nEtc.”) of the Financial Promotion Order.\n\n(xvi)                     Such\nUnderwriter further (x) represents and warrants that it has not provided, as of the date of this Agreement, and covenants with the Depositor\nthat it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating\norganization” (within the meaning of the 1934 Act), any information, written or oral, relating to the Trust Fund, the Certificates,\nthe Mortgage Loans, the transactions contemplated by this Agreement or the Pooling and Servicing Agreement or any other information,\nthat could be reasonably determined to be relevant to determining an initial credit rating for the Certificates (as contemplated by Rule 17g-5(a)(3)(iii)(C)\nunder the 1934 Act), without the prior consent of the Depositor, and (y) covenants with the Depositor that it will not provide\nto any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the 1934 Act),\nany information, written or oral, relating to the Trust Fund, the Certificates, the Mortgage Loans, the transactions contemplated by\nthis Agreement or the Pooling and Servicing Agreement or any other information, that could be reasonably determined to be relevant to\nundertaking credit rating surveillance for the Certificates (as contemplated by Rule 17g-5(a)(3)(iii)(D) under the 1934 Act),\nwithout the prior consent of the Depositor.\n\n5.Covenants of the Depositor.\n\nThe Depositor covenants and\nagrees with the Underwriters that:\n\n(a)              \nThe Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the\n1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates,\nunless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such\nproposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus\nto be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed\nwith the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when\nthe Prospectus shall have been filed or transmitted to the\n\n- 23 -\n\nCommission for filing pursuant to Rule 424,\n(ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend\nthe Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect\nof the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration\nStatement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending\nthe use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of\nthe receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for\nsale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts\nto prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof.\n\n(b)              \nIf, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act,\nany event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended\nor supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein\nor necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall\nbe necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations\nthereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a)\nof this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such\ncompliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement,\nthe Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible.\n\n(c)              \nThe Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of\nthe Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing\nDate, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without\nexhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer\nmay be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto\nas you may reasonably request.\n\n(d)              \nThe Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required\nto qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications\nin effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required\nto qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or\nunlimited service of process in any jurisdiction where it is not now subject to such service of process.\n\n(e)              \nThe Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated,\nincluding, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing)\nand\n\n- 24 -\n\ndelivering the Pooling and Servicing Agreement\nand the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses\nin connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws,\nincluding filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of\nany “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment\nby institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky”\nsurvey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration\nStatement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation\nand printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the\nProspectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable\nfees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred\nby them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates.\n\n(f)               \nTo the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports,\nor have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement\nand shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters.\n\n(g)              \nThe Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on\nbehalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting\nrequirements of the 1934 Act and the rules and regulations thereunder.\n\n(h)              \nThe Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit\nratings of the Registered Certificates as described in Section 1(a)(xix).\n\n(i)                \nThe Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing\nProspectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.\n\n6.Conditions to the Obligations of the Underwriters.\n\nThe obligation of each Underwriter\nhereunder to purchase its allocated share of the Registered Certificates shall be subject to: (i) the accuracy of the representations\nand warranties on the part of the Depositor and BCREI contained herein as of the date hereof, as of the date of the effectiveness of any\namendment to the Registration Statement filed prior to the Closing Date, as of the date the Prospectus or any supplement thereto is filed\nwith the Commission and as of the Closing Date; (ii) the accuracy of the statements of the Depositor made in any certificates delivered\npursuant to the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the\nDepositor and each Mortgage Loan Seller of their\n\n- 25 -\n\nrespective obligations under the applicable\nMortgage Loan Purchase Agreement to be performed on or prior to the Closing Date; and (v) the following additional conditions:\n\n(a)              \nThe Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration\nStatement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been\ninstituted or, to the Depositor’s knowledge, threatened; and the Prospectus, the Preliminary Prospectus and all other Time of Sale\nInformation shall have been filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act or,\nin the case of each Issuer Free Writing Prospectus, to the extent required by Rule 433 under the 1933 Act, as applicable.\n\n(b)              \nYou shall have received from counsel for the Underwriters, a favorable opinion, dated the Closing Date, as to such matters\nregarding the Registered Certificates as you may reasonably request.\n\n(c)              \nThe Depositor shall have delivered to you a certificate of the Depositor, signed by an authorized officer of the Depositor\nand dated the Closing Date, to the effect that: (i) the representations and warranties of the Depositor in this Agreement are true\nand correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) the\nDepositor has in all material respects complied with all the agreements and satisfied all the conditions on its part that are required\nhereby to be performed or satisfied at or prior to the Closing Date; and BCREI shall have delivered to you a certificate of BCREI, signed\nby an authorized officer of BCREI and dated the Closing Date, to the effect that: (i) the representations and warranties of BCREI\nin this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing\nDate; and (ii) BCREI has, in all material respects, complied with all the agreements and satisfied all the conditions on its part\nto be performed or satisfied hereunder at or prior to the Closing Date.\n\n(d)              \nYou shall have received with respect to BCREI and the Depositor a good standing certificate from the Secretary of State\nof the State of Delaware, each dated not earlier than 30 days prior to the Closing Date.\n\n(e)              \n(i) You shall have received from the Secretary or an Assistant Secretary of the Depositor, in their individual capacity,\na certificate, dated the Closing Date, to the effect that: (x) each individual who, as an officer or representative of the Depositor,\nsigned this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions\ncontemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed,\nqualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates\nare their genuine signatures; and (y) no event (including, without limitation, any act or omission on the part of the Depositor)\nhas occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good\nstanding of the Depositor under the laws of the State of Delaware. Such certificate shall be accompanied by true and complete copies (certified\nas such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of formation and limited liability company agreement\nof the Depositor, as in effect on the Closing Date, and (ii) you shall have received from the Secretary or an Assistant Secretary of BCREI,\nin their individual capacity, a certificate, dated the Closing Date, to the effect that: (A) each individual who, as an\n\n- 26 -\n\nofficer or representative of BCREI, signed\nthis Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated\nherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified\nand acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their\ngenuine signatures; and (B) no event (including, without limitation, any act or omission on the part of BCREI) has occurred since\nthe date of the certificate referred to in Section 6(d) hereof which has affected the existence of BCREI under the laws of\nthe State of Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant\nSecretary of BCREI) of the certificate of incorporation, by-laws or similar organizational documents of BCREI, as in effect on the Closing\nDate, and of the resolutions of BCREI.\n\n(f)               \nYou shall have received from in-house counsel of the Depositor or special counsel to the Depositor, one or more favorable\nopinions, dated the Closing Date in form and substance satisfactory to you and counsel for the Underwriters.\n\n(g)              \nYou shall have received one or more letters of counsel to the Underwriters, relating to the Time of Sale Information as\nof the Time of Sale and to the Prospectus as of the date thereof and as of the Closing Date, dated the Closing Date, in form and substance\nsatisfactory to you.\n\n(h)              \nYou shall have received from in-house counsel to BCREI or special counsel to BCREI, one or more favorable opinions, dated\nthe Closing Date in form and substance satisfactory to you and counsel for the Underwriters.\n\n(i)                \nYou shall have received from a third party accounting firm a copy of the Accountants’ Due Diligence Report and letters\nsatisfactory in form and substance to you and counsel for the Underwriters, to the following effect:\n\n(i)                                 they\nhave performed certain specified procedures as a result of which they have determined that the information of an accounting, financial\nor statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage\nPool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary\nProspectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material\ndeviations are otherwise noted in such letter; and\n\n(ii)                              they\nhave compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i)\nto information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data\nand information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter.\n\n(j)                \nYou shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates\non the Closing Date are as described in\n\n- 27 -\n\nSection 1(a)(xix) and that, as\nof the Closing Date, no notice has been given of (i) any intended or possible downgrading or (ii) any review or possible changes\nin such ratings.\n\n(k)              \nYou shall have received from an officer of the Trustee, in their individual capacity, a certificate, dated the Closing Date,\nto the effect that the information under the heading “Transaction Parties—The Certificate Administrator and Trustee”\nin the Prospectus is true and correct in all material respects.\n\n(l)                \nYou shall have received from an officer of the Certificate Administrator, in their individual capacity, a certificate, dated\nthe Closing Date, to the effect that the information under the heading “Transaction Parties—The Certificate Administrator\nand Trustee” in the Prospectus is true and correct in all material respects.\n\n(m)            \nYou shall have received from an officer of the Master Servicer, in their individual capacity, a certificate, dated the Closing\nDate, to the effect that the information relating to the Master Servicer under the heading “Transaction Parties—The Master\nServicer” in the Prospectus is true and correct in all material respects.\n\n(n)              \nYou shall have received from an officer of the Special Servicer, in their individual capacity, a certificate, dated the\nClosing Date, to the effect that the information relating to the Special Servicer under the heading “Transaction Parties—The\nSpecial Servicer” in the Prospectus is true and correct in all material respects.\n\n(o)              \nYou shall have received from an officer of the Primary Servicer, in their individual capacity, a certificate, dated the\nClosing Date, to the effect that the information relating to the Primary Servicer under the heading “Transaction Parties—The\nPrimary Servicer” in the Prospectus is true and correct in all material respects.\n\n(p)              \nYou shall have received from an officer of the Operating Advisor, in their individual capacity, a certificate, dated the\nClosing Date, to the effect that the information relating to the Operating Advisor under the heading “Transaction Parties—The\nOperating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects.\n\n(q)              \nYou shall have received from an officer of the Asset Representations Reviewer, in their individual capacity, a certificate,\ndated the Closing Date, to the effect that the information relating to the Asset Representations Reviewer under the heading “Transaction\nParties—The Operating Advisor and Asset Representations Reviewer” in the Prospectus is true and correct in all material respects.\n\n(r)               \nYou shall have received from counsel for each Mortgage Loan Seller, the Retaining Sponsor, the Master Servicer, the Special\nServicer, the Primary Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator,\na favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters.\n\n(s)               \nYou shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor for posting\non its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any\nother\n\n- 28 -\n\nmatters related thereto. Any such opinions\nshall be dated the Closing Date and addressed to the Underwriters.\n\n(t)                \nAll proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall\nbe satisfactory in form and substance to you and counsel for the Underwriters, and you and such counsel shall have received such additional\ninformation, certificates and documents as you or they may have reasonably requested.\n\n(u)              \nThe Depositor shall timely comply with all requirements of Rules 15Ga-2 and 17g-5 under the 1934 Act to the satisfaction\nof the Underwriters.\n\nIf any of the conditions\nspecified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement,\nif the Depositor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to above\nor elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and counsel\nfor the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the\nClosing Date by you. Notice of such cancellation shall be given to the Depositor in writing, or by telephone confirmed in writing.\n\n7.Reimbursement of Underwriters’ Expenses.\n\nIf the sale of the Registered\nCertificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6\nhereof is not satisfied because of any refusal, inability or failure on the part of the Depositor to perform any agreement herein or comply\nwith any provision hereof, other than by reason of a default by any of the Underwriters, the Depositor and BCREI, jointly and severally,\nshall reimburse the Underwriters severally, upon demand, for all out of pocket expenses (including reasonable fees and disbursements of\ncounsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Registered Certificates.\n\n8.Indemnification.\n\n(a)              \nThe Depositor and BCREI, jointly and severally, agree to indemnify and hold harmless each Underwriter, its officers and\ndirectors and each person, if any, who controls such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20\nof the 1934 Act as follows:\n\n(i)                                against\nany and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged\nuntrue statement of a material fact contained in the Registration Statement (including the information included therein or deemed to\nbe a part thereof), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make\nthe statements therein not misleading, (B) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus\n(or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein\nor necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) any\nuntrue statement or alleged untrue\n\n- 29 -\n\nstatement of a material fact contained\nin (w) the Preliminary Prospectus (or any amendment or supplement thereto), (x) any other Time of Sale Information, (y) any Issuer Free\nWriting Prospectus or (z) Issuer Information contained in any Underwriter Free Writing Prospectus or any information contained in any\nFree Writing Prospectus that is required to be filed pursuant to Section 4(b)(vii), or the omission or alleged omission to\nstate a material fact necessary to make the statements therein (in the case of clause (x) through (z) 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 was not\ncorrected by Corrective Information subsequently supplied by the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special\nServicer, the Primary Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer\nto such Underwriter at any time prior to the Time of Sale (or in the case of any Corrective Information correcting information in the\nPreliminary Prospectus, at least 48 hours prior to the Time of Sale), or (D) any breach of the representation and warranty in Section 1(a)(xx);\nprovided that, in the case of clauses (A), (B) and (C) above, the indemnity provided by this Section 8(a)\nshall not apply to any loss, liability, claim, damage or expense to the extent any such untrue statement or alleged untrue statement or\nomission or alleged omission arises out of or is based upon an untrue statement or omission with respect to information with respect to\nwhich a Mortgage Loan Seller agrees in the related Mortgage Loan Seller Indemnification Agreement to provide indemnification (the “Mortgage\nLoan Seller Covered Information”); provided further, that the indemnification provided by this Section 8\nshall not apply to the extent that such untrue statement or omission of a material fact was made as a result of an error in the manipulation\nof, or in any calculations based upon, or in any aggregation of the information regarding the Mortgage Loans, the related Mortgagors and/or\nthe related Mortgaged Properties set forth in the Master Tapes or Annex A-1 to the Prospectus or the Preliminary Prospectus, to the\nextent (x) such information was materially incorrect in the applicable Master Tape or such Annex A-1, as applicable, including\nwithout limitation the aggregation of such information relating to the Mortgage Loans in the Trust Fund or the information provided by\nthe Mortgage Loan Sellers, and (y) such loss, liability, claim, damage or expense would be subject to the provisions of the related\nMortgage Loan Seller Indemnification Agreement; and provided further, that the indemnification provided by this Section 8\nshall not apply to the Mortgage Loan Seller Covered Information, the Master Servicer Covered Information, the Special Servicer Covered\nInformation, the Primary Servicer Covered Information, the Certificate Administrator Covered Information, the Trustee Covered Information,\nthe Operating Advisor Covered Information or the Asset Representations Reviewer Covered Information;\n\n(ii)                             against\nany and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement\nof any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever\nbased upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with\nthe written consent of the Depositor or as otherwise contemplated by Section 8(c) hereof; and\n\n- 30 -\n\n(iii)                          against\nany and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Underwriter), reasonably\nincurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency\nor body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue\nstatement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however,\nthat the indemnity provided by this Section 8(a) shall not apply to any loss, liability, claim, damage or expense to the\nextent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity\nwith Underwriter Information furnished to the Depositor by any Underwriter expressly for use in the Registration Statement (or any amendment\nthereto) or in any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement thereto).\n\n(b)              \nEach Underwriter, severally but not jointly, agrees to indemnify and hold harmless the Depositor, its directors, each of\nits officers who signed the Registration Statement, and each person, if any, who controls the Depositor within the meaning of Section 15\nof the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity\ncontained in Section 8(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements\nor omissions (when read in conjunction with the Time of Sale Information) made in the Registration Statement (or any amendment thereto),\nany Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement thereto) in reliance\nupon and in conformity with written information furnished to the Depositor by such Underwriter expressly for use in the Registration Statement\n(or any amendment thereto), any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement\nthereto) (collectively, “Underwriter Information”); provided that no such material misstatement or omission\narises from an error or omission in information relating to the underlying data regarding the Mortgage Loans or the related Mortgagors\nor Mortgaged Properties provided by the Depositor or any Mortgage Loan Seller to such Underwriter. In addition, each Underwriter, severally\nbut not jointly, shall indemnify and hold harmless the Depositor, its directors, each of its officers who signed the Registration Statement\nand each person, if any, who controls the Depositor within the meaning of either Section 15 of the 1933 Act or Section 20 of\nthe 1934 Act, against any and all losses, liabilities, claims, damages and expenses, as incurred, arising out of any (i) untrue statements\nor alleged untrue statements of a material fact, or omissions or alleged omissions to state a material fact necessary to make the statements\ntherein, in the light of the circumstances under which they were made, not misleading, in the Underwriter Information, and (ii) untrue\nstatements or alleged untrue statements of a material fact, or omissions or alleged omissions to state a material fact necessary to make\nthe statements therein, in the light of the circumstances under which they were made, not misleading, in any Underwriter Free Writing\nProspectus distributed by such Underwriter or that arise out of or are based upon the omission or alleged omission to state in such Underwriter\nFree Writing Prospectus a material fact necessary to make the statements therein, in the light of the circumstances under which they were\nmade, not misleading; provided that no Underwriter shall be obligated to so indemnify and hold harmless (A) to the extent\nthe Depositor is entitled to indemnification or contribution therefor under the indemnity of any Mortgage Loan Seller set forth in the\nrelated Mortgage Loan Purchase Agreement or set forth in any Indemnification Agreement, or (B) with respect to information that is\nalso contained in the Time of Sale Information, or (C) to\n\n- 31 -\n\nthe extent such losses, liabilities, claims,\ndamages or expenses are caused by a misstatement or omission resulting from an error or omission in the Issuer Information supplied by\nthe Depositor or any Mortgage Loan Seller to an Underwriter which was not corrected by Corrective Information subsequently supplied by\nthe Depositor or any Mortgage Loan Seller to such Underwriter at any time prior to the Time of Sale. Notwithstanding the foregoing, the\nindemnity in clause (ii) of the immediately preceding sentence will apply only if such misstatement or omission was not also\na misstatement or omission in the Prospectus. Furthermore, no Underwriter shall be obligated to indemnify or hold harmless the Depositor\nor any other person or entity otherwise entitled to such indemnification or to be held harmless under this subsection (b) for any\nliability that is based upon or arises from the information set forth in the first sentence of the tenth paragraph under the caption “Method\nof Distribution (Underwriter)” in the Preliminary Prospectus (or any amendment or supplement thereto) to the extent that both (1) such\ninformation is based upon and is in conformity with the information set forth in the Prospectus (or such amendment or supplement thereto)\nthat is not Underwriter Information and (2) such non-Underwriter Information either contains an untrue statement or alleged untrue\nstatement of a material fact or omission or alleged omission of a material fact necessary to make the statements therein, in the light\nof the circumstances under which they were made, not misleading, or fails to comply with Regulation AB.\n\nIt is hereby acknowledged\nthat the statements set forth in (i) the penultimate paragraph on the cover of the Preliminary Prospectus, (ii) the third sentence\nof the seventh paragraph under the caption “Important Notice Regarding the Offered Certificates” and (iii) the first\nand third sentences of the fourth paragraph, the first sentence of the ninth paragraph and the first sentence of the tenth paragraph under\nthe caption “Method of Distribution (Underwriter)” in the Preliminary Prospectus and in the case of each of clauses (i), (ii)\nand (iii), the corresponding language in the Prospectus, constitute the only written information furnished to the Depositor by the Underwriters\nexpressly for use in the Registration Statement (or any amendment thereto) or in any Issuer Free Writing Prospectus, any Time of Sale\nInformation, or the Prospectus (or any amendment or supplement thereto).\n\n(c)              \nEach indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action\ncommenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve\nsuch indemnifying party from any liability under Section 8(a) or Section 8(b) hereof (unless the indemnifying\nparty is materially prejudiced by such failure) or any liability that it may have otherwise than on account of the indemnity provided\nby this Section 8. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory\nto the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and\nshall pay the fees and disbursements of such counsel related to such proceeding as incurred. An indemnifying party may participate at\nits own expense in the defense of any such action and, to the extent that it may elect by written notice delivered to the indemnified\nparty promptly after receiving the aforesaid notice from the indemnified party, to assume the defense thereof, with counsel satisfactory\nto such indemnified party. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees\nand expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified\nparty shall have agreed in writing to the retention of such counsel, or (ii) the indemnifying party shall not have assumed the defense\nof such action, with counsel satisfactory to the indemnified party, within a reasonable period following the\n\n- 32 -\n\nindemnifying party’s receiving notice\nof such action, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying\nparty and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential\ndiffering interests between them. In no event shall the indemnifying party or parties be liable for fees and expenses of more than one\ncounsel (or, in the event the Depositor or BCREI is the indemnifying party, one counsel for each Underwriter) (in addition to any local\ncounsel) separate from its or their own counsel for all indemnified parties in connection with any one action or separate but similar\nor related actions in the same jurisdiction arising out of the same general allegations or circumstances. Unless it shall assume the defense\nof any proceeding, an indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent\n(which consent shall not be unreasonably withheld) but, if settled with such consent or if there be a final judgment for the plaintiff,\nthe indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.\nNotwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the\nindemnified party for fees and expenses of counsel or any other expenses for which the indemnifying party is obligated under this subsection,\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 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such\nindemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.\nIf an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the\nindemnified party or, if such settlement provides for an unconditional release of the indemnified party in connection with all matters\nrelating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement,\nwhich release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified\nparty, without the consent of the indemnified party.\n\n(d)              \nThe indemnity provided by this Section 8 shall remain operative and in full force and effect regardless of (i) any\ntermination of this Agreement, (ii) any investigation made by the Depositor, BCREI, the Underwriters, any of their respective directors\nor officers, or any person controlling the Depositor, BCREI or the Underwriters, and (iii) acceptance of and payment for any of the\nRegistered Certificates.\n\nThe indemnity provided by\nthis Section 8 will be in addition to any liability that any Underwriter, the Depositor or BCREI may otherwise have.\n\n9.Contribution.\n\n(a)              \nIn order to provide for just and equitable contribution in circumstances in which the indemnity provided by Section 8\nhereof is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, or if such\nindemnification provided for in Section 8 hereof is unavailable or insufficient in respect of any losses, liabilities, claims,\ndamages or expenses referred to therein, the Depositor and BCREI, jointly and severally, and the Underwriters, severally and not jointly,\nshall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by the indemnity provided\nby Section 8 hereof incurred by the Depositor and the Underwriters, as incurred, (i) in such proportion as is\n\n- 33 -\n\nappropriate to reflect the relative benefits\nreceived by the Depositor and BCREI on the one hand and each Underwriter on the other hand from the offering of the Registered Certificates\nor (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is\nappropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Depositor\nand BCREI on the one hand and of each Underwriter on the other hand in connection with the statements or omissions which resulted in such\nlosses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations (taking into account the parties’\nrelative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct\nand prevent any statement or omission or failure to comply, and any other equitable considerations appropriate under the circumstances).\nThe relative benefits received by the Depositor and BCREI on the one hand and the Underwriters on the other hand shall be deemed to be\nin the same respective portions as the net proceeds (before deducting expenses) received by the Depositor from the sale of the Registered\nCertificates and the total underwriting discounts and commissions and other fees received by the Underwriters in connection therewith\nbear to the aggregate offering price of the Registered Certificates. The relative fault of the Depositor and BCREI on the one hand and\nof each Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement\nof a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor and BCREI\nor by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent\nsuch statement or omission. Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)\nof the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation; and no Underwriter\nshall be obligated to contribute more than its share of underwriting discounts and commissions and other fees pertaining to the Registered\nCertificates less any damages otherwise paid by such Underwriter with respect to any such loss, liability, claim, damage or expense. It\nis hereby acknowledged that the respective Underwriters’ obligations under this Section 9 shall be several and not joint.\nFor purposes of this Section 9, each person, if any, who controls an Underwriter within the meaning of Section 15 of\nthe 1933 Act or Section 20 of the 1934 Act, and such Underwriter’s officers and directors, shall have the same rights to contribution\nas such Underwriter, and each director of the Depositor, each officer of the Depositor who signed the Registration Statement, and each\nperson, if any, who controls the Depositor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall\nhave the same rights to contribution as the Depositor.\n\n(b)              \nThe parties hereto agree that it would not be just and equitable if contribution were determined by pro rata or per\ncapita allocation or by any other method of allocation that does not take account of the considerations referred to in subsection (a)\nabove. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses referred\nto in Section 8 hereof or this Section 9 shall be deemed to include any legal fees and disbursements or other\nexpenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim except where the indemnified\nparty is required to bear such expenses, which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified\nparty, to the extent that it is reasonable to believe that the indemnifying party will be ultimately obligated to pay such expenses. In\nthe event that any expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the indemnifying\nparty hereunder, the party which received such payment shall promptly\n\n- 34 -\n\nrefund the amount so paid to the party which\nmade such payment. The remedies provided for in Section 8 hereof and this Section 9 are not exclusive and shall\nnot limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.\n\n(c)              \nThe contribution agreements contained in this Section 9 shall remain operative and in full force and effect\nregardless of (i) any termination of this Agreement, (ii) any investigation made by the Depositor, BCREI, the Underwriters,\nany of their respective directors or officers, or any person controlling the Depositor, BCREI or the Underwriters, and (iii) acceptance\nof and payment for any of the Registered Certificates.\n\n10.Default by an Underwriter.\n\nIf any one or more Underwriters\nshall fail to purchase and pay for any of the Registered Certificates agreed to be purchased by such Underwriter or Underwriters hereunder\nand such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining\nUnderwriters shall be obligated severally and not jointly (in the respective proportions which the portion of the Registered Certificates\nset forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of\nall the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed\nto purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not\notherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount of Registered Certificates\nthat the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered\nCertificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any\nobligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered\nCertificates, this Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in\nSection 11 or Section 12 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the\nRegistered Certificates shall be postponed for such period, not exceeding 10 business days, as you shall determine in order that the required\nchanges in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained\nin this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter\nfor damages occasioned by its default hereunder.\n\n11.Representations, Warranties and Agreements to Survive Delivery.\n\nAll representations, warranties\nand agreements contained in this Agreement, or contained in certificates of officers of the Depositor and BCREI submitted pursuant hereto,\nshall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, or by or\non behalf of the Depositor and BCREI, or by or on behalf of any of the controlling persons and officers and directors referred to in Sections 8\nand 9 hereof, and shall survive delivery of the Registered Certificates to the Underwriters.\n\n- 35 -\n\n12.Termination of Agreement; Survival.\n\n(a)              \nThe Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior\nto the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information\nis given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in\nthe earnings, business affairs or business prospects of the Depositor, BCREI or any Mortgage Loan Seller whether or not arising in the\nordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis\nthe effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered\nCertificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor\nor of BCREI has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock\nExchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited,\nor minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or\nby such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority,\n(iv) if a banking moratorium has been declared by either federal or New York authorities, (v) any downgrading in the intended rating\nof any of the Registered Certificates by any rating agency, or any public announcement that any rating agency has under surveillance or\nreview its rating of any of the Registered Certificates (with implication of a possible downgrading), or (vi) if a material disruption\nin securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be\ncontinuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical\nto market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates.\n\n(b)              \nIf this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of\nany party to any other party, except as provided in Section 11 or Section 12(c) hereof.\n\n(c)              \nThe provisions of Section 5(e) hereof regarding the payment of costs and expenses and the provisions of Sections 8\nand 9 hereof shall survive the termination of this Agreement, whether such termination is pursuant to this Section 12\nor otherwise.\n\n13.Notices.\n\nAll notices and other communications\nhereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.\nNotice to the Depositor or BCREI shall be directed to it at Barclays Commercial Mortgage Securities LLC, or Barclays Capital Real Estate\nInc., respectively, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Schmidt, Email: RRcmbs@barclays.com, with a copy to\nBarclays Capital Real Estate Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Securitized Products, Legal Department, Email:\nSPLegalNotices@barclays.com, with a copy to: Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention:\nRobert Kim, Email: Robert.Kim@cwt.com; notice to Barclays Capital shall be directed to it at Barclays Capital Inc.,\n\n- 36 -\n\n745 Seventh Avenue, New York, New York 10019,\nAttention: Daniel Schmidt, Email: RRcmbs@barclays.com (with a copy to Securitized Products, Legal Department, Email: SPLegalNotices@barclays.com);\nnotice to CGMI shall be directed to it at Citigroup Global Markets Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention:\nRichard Simpson, with a copy to: Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention:\nRaul Orozco, with a copy to: 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, with copies\nby Email to: Richard Simpson at richard.simpson@citi.com, Raul Orozco at raul.d.orozco@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com;\nnotice to GS&Co. shall be directed to it at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Scott\nEpperson, Email: Scott.epperson@gs.com and gs-refgsecuritization@gs.com, with a copy to: Structured Finance Legal (REFG), gs-refglegal@gs.com;\nnotice to KeyBanc shall be directed to it at KeyBanc Capital Markets Inc., 127 Public Square, 8th Floor, Cleveland, Ohio 44114, Attention:\nGary Andrews, facsimile number: (216) 689-0976; notice to DBSI shall be directed to it at Deutsche Bank Securities Inc., 1 Columbus Circle,\nNew York, New York 10019, Attention: Lainie Kaye, Email: cmbs.requests@db.com; notice to SGAS shall be directed to it at SG Americas Securities,\nLLC, 245 Park Avenue, New York, New York 10167, Attention: Jim Barnard, Email: Jim.Barnard@sgcib.com, with a copy to: SG Americas Securities,\nLLC, 245 Park Avenue, 11th Floor, New York, New York 10167, Attention: General Counsel, Email: US-Glba-Abp-Cmbs-Notices@sgcib.com; notice\nto Bancroft shall be directed to it at Bancroft Capital, LLC, 501 Office Center Drive, Suite 130, Fort Washington, Pennsylvania 19034,\nAttention: Steve Ivcic, facsimile number: (484) 373-4748; and notice to Drexel shall be directed to it at Drexel Hamilton, LLC, 110 East\n42nd Street, New York, New York 10017, Attention: John D. Kerin, Email: spg@drexelhamilton.com or, in any case, such other address as\nmay hereafter be furnished by the Underwriters, the Depositor or BCREI to the other such parties in writing.\n\n14.Parties.\n\nThis Agreement shall inure\nto the benefit of and be binding upon each of the parties hereto and their respective successors. Nothing expressed or mentioned in this\nAgreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective\nsuccessors and the controlling persons and officers and directors referred to in Sections 8 and 9 hereof and their\nrespective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement\nor any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive\nbenefit of each of the parties hereto and their respective successors, and said controlling persons and officers and directors and their\nrespective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation. No investor in Registered\nCertificates from any Underwriter shall be deemed to be a successor or assign merely by reason of such purchase.\n\n15.Governing Law.\n\nThis Agreement and any claim,\ncontroversy or dispute arising under or related to or in connection with the Agreement, the relationship of the parties, and/or the interpretation\nand enforcement of the rights and duties of the parties will be governed by the laws of the State of New\n\n- 37 -\n\nYork without regard to any conflicts of law\nprinciples other than Section 5-1401 of the New York General Obligations Law.\n\n16.Waiver of Jury Trial.\n\nEACH PARTY HERETO HEREBY\nIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING\nOUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n\n17.Submission to Jurisdiction.\n\nTO THE FULLEST EXTENT PERMITTED\nUNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS\nSITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT\nTO ANY ACTION OR PROCEEDING IN RESPECT OF SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES\nTHE DEFENSE OF ANY INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE\nAND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.\n\n18.Counterparts.\n\nThis Agreement may be executed\nin counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute\none and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import\nas used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall include,\nin addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format\n(including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including,\nwithout limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and\nexecuted or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including,\nwithout limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall\nbe of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system\nto the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the\nNew York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based\non the Uniform Electronic Transactions Act or the Uniform Commercial Code.\n\n19.Miscellaneous.\n\nThis Agreement supersedes\nall prior or contemporaneous agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term\nhereof\n\n- 38 -\n\nmay be changed, waived, discharged or terminated\nexcept by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought.\n\n20.Obligations Solely Contractual in Nature; No Fiduciary Relationship.\n\nThe Depositor acknowledges\nand agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and\nthat none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary\nor advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other\ntransactions contemplated by this Agreement.\n\n21.Recognition of U.S. Special Resolution Regimes\n\n(a)              \nIn the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this\nAgreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective\nto the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and\nobligation in or under, and any property securing, this Agreement) were governed by the laws of the United States of America or a State\nof the United States of America.\n\n(b)              \nIn the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S.\nSpecial Resolution Regime, any Default Right under this Agreement that may be exercised against such Covered Party is permitted to be\nexercised to no greater extent than such Default Right could be exercised under the U.S. Special Resolution Regime if this Agreement were\ngoverned by the laws of the United States of America or a State of the United States of America.\n\n“BHC Affiliate”\nhas the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).\n\n“Covered Party”\nmeans any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted\nin accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance\nwith, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.\n§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).\n\n“Default Right”\nhas the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as\napplicable.\n\n“U.S. Special Resolution\nRegime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of\nthe Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.\n\n- 39 -\n\n22.Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings\n\nNotwithstanding anything to\nthe contrary in this Agreement or any other agreement, but subject to the requirements of Section 21, no party to this Agreement\nshall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly,\nto a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each\nan “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor\nprotection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.\n\nAfter a BHC Affiliate of a\nCovered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against\nsuch Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear\nand convincing evidence, that the exercise of such Default Right is permitted hereunder.\n\n[*Signature pages follow*]\n\n- 40 -\n\nIf the foregoing is in accordance\nwith your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance\nshall represent a binding agreement among the Depositor, BCREI and the several Underwriters.\n\nVery truly yours,\n\nBARCLAYS COMMERCIAL MORTGAGE\n\nSECURITIES\nLLC\n\nBy:\n/s/ Daniel Schmidt\n\nName: Daniel Schmidt\n\nTitle: Authorized Signatory\n\nBARCLAYS CAPITAL REAL ESTATE INC.\n\nBy:\n/s/ Levent Kiran\n\nName: Levent Kiran\n\nTitle: Authorized Signatory\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nThe foregoing Agreement is hereby confirmed and\naccepted as of the date first above written.\n\nBARCLAYS CAPITAL INC.\n\nBy:\n/s/ Spencer Kagan\n\nName: Spencer Kagan\n\nTitle: Authorized Signatory\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nCITIGROUP GLOBAL MARKETS INC.\n\nBy:\n/s/ Richard Simpson\n\nName: Richard Simpson\n\nTitle: Authorized Signatory\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nGOLDMAN SACHS & CO. LLC\n\nBy:\n/s/ Scott Epperson\n\nName: Scott Epperson\n\nTitle: Managing Director\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nKEYBANC CAPITAL MARKETS INC.\n\nBy:\n/s/ Warren Geiger\n\nName: Warren Geiger\n\nTitle: Managing Director\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nDEUTSCHE BANK SECURITIES INC.\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\nBBCMS 2026-5C42 – Underwriting Agreement\n\nSG AMERICAS SECURITIES, LLC\n\nBy:\n/s/ Jim Barnard\n\nName: Jim Barnard\n\nTitle: Director\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nBANCROFT CAPITAL, LLC\n\nBy:\n/s/ Steven M. Ivcic\n\nName: Steven M. Ivcic\n\nTitle: MD\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nDREXEL HAMILTON, LLC\n\nBy:\n/s/ Sunny Wong\n\nName: Sunny Wong\n\nTitle: VP of Securitized Products\n\nBBCMS 2026-5C42 – Underwriting Agreement\n\nSCHEDULE I\n\nUnderwriting Agreement, dated as of June 2, 2026.\n\n**Certificates:**BBCMS Mortgage Trust 2026-5C42,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C42\n\nClass\n\nInitial Aggregate\nCertificate Balance or Notional Amount of Class\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by Barclays Capital Inc.\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by Citigroup Global Markets Inc.\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by Goldman Sachs & Co. LLC\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by KeyBanc Capital Markets Inc.\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by Deutsche Bank Securities Inc.\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by SG Americas Securities, LLC\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by Bancroft Capital, LLC\n\nAggregate Certificate\nBalance or Notional Amount of Class to be Purchased by Drexel Hamilton, LLC\n\nInitial Pass-Through\nRate\n\nPurchase Price(1)\n\nClass A-1\n$7,993,000\n$7,993,000\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n4.76500%\n99.99840%\n\nClass A-2\n$52,192,000\n$52,192,000\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.11400%\n100.99930%\n\nClass A-3\n$383,291,000\n$379,641,000\n$0\n$0\n$0\n$0\n$0\n$700,000\n$2,950,000\n5.59800%\n102.99966%\n\nClass X-A\n$443,476,000(2)\n$443,476,000(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n1.13631%\n5.00706%\n\nClass A-S\n$75,233,000\n$75,233,000\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.90200%\n102.99941%\n\nClass B\n$29,301,000\n$29,301,000\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n6.05000%\n102.99993%\n\nClass C\n$22,174,000\n$22,174,000\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n6.23200%\n100.99706%\n\n(1)Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the\nrelevant Class of Certificates to be purchased. There shall be added to the purchase price for each Class of the Certificates accrued\ninterest at the initial Pass-Through Rate therefor on the aggregate stated amount thereof to be purchased from June 1, 2026 to but not\nincluding the Closing Date.\n\n(2)Notional amount.\n\nClosing Date and Location:\n10:00 a.m. on June 24, 2026 at the offices of special counsel to the Depositor in New York, New York.\n\n "}