{"url_path":"/sec/cik-0002138709/8-k/2026-06-16/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/2138709/0001539497-26-001767-index.html","accession_number":"0001539497-26-001767","cik":"0002138709","ticker":null,"issuer_name":"BANK 2026-BNK52","edgar_url":"https://www.sec.gov/Archives/edgar/data/2138709/0001539497-26-001767-index.html","primary_entity_key":"0002138709","primary_entity_name":"BANK 2026-BNK52"},"word_count":21548,"has_tables":true,"body_markdown":"EX-1.1\n2\nexh1_1-ua.htm\nUNDERWRITING AGREEMENT, DATED AS OF JUNE 12, 2026\n\n**Exhibit 1.1**\n\n** EXECUTION VERSION**\n\nBANK 2026-BNK52\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-BNK52\n\nUNDERWRITING AGREEMENT\n\nAs of June 12, 2026\n\nMORGAN STANLEY & CO. LLC\n\n1585 Broadway\n\nNew York, New York 10036\n\nJ.P. Morgan Securities LLC\n\n270 Park Avenue, 4th floor\n\nNew York, NY 10017\n\n \n\nWELLS FARGO SECURITIES, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\n \n\nBOFA SECURITIES, INC.\n\nOne Bryant Park\n\nNew York, New York 10036\n\nAcademy Securities, Inc.\n622 Third Avenue, 12th Floor\n\nNew York, New York 10017\n\n \n\nDrexel Hamilton, LLC\n\n110 East 42nd Street\n\nNew York, New York 10017\n\nLadies and Gentlemen:\n\nMorgan Stanley Capital I\nInc., a Delaware corporation (the “Depositor”), intends to issue its BANK 2026-BNK52, Commercial Mortgage Pass-Through\nCertificates, Series 2026-BNK52 (the “Certificates”), in multiple classes (each, a “Class”) and\nthe VRR Interest as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”),\nthe Depositor further proposes to sell to Morgan Stanley & Co. LLC (“MS&Co.”), J.P. Morgan Securities LLC (“JPMS”),\nWells Fargo Securities, LLC (“Wells Fargo Securities”), BofA Securities, Inc. (“BofA Securities”),\nAcademy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with MS&Co.,\nJPMS, Wells Fargo Securities, BofA Securities and Academy, the “Underwriters” and each, individually, an “Underwriter”)\nthe Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original\nprincipal amounts and notional amounts set forth in Schedule I. The Certificates and the VRR Interest represent in the aggregate\nthe entire beneficial ownership interest in a trust fund (the “Trust Fund”) primarily consisting of a segregated pool\n\n \n\n \n\n(the “Mortgage Pool”) of\nseventy (70) fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of\n$749,750,703 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in one or more commercial,\nmultifamily, manufactured housing community or residential cooperative properties (the “Mortgaged Properties”). The\nCertificates and the VRR Interest will be issued on or about July 7, 2026 (the “Closing Date”), pursuant to a pooling\nand servicing agreement (the “Pooling and Servicing Agreement”), dated as of July 1, 2026, among the Depositor, as\ndepositor, Trimont LLC, as general master servicer (the “General Master Servicer”), National Cooperative Bank, N.A.,\nas NCB master servicer (in such capacity, the “NCB Master Servicer” and, together with the General Master Servicer,\nthe “Master Servicers”), CWCapital Asset Management LLC, as general special servicer (the “General Special\nServicer”), National Cooperative Bank, N.A., as NCB special servicer (in such capacity, the “NCB Special Servicer”\nand, together with the General Special Servicer, the “Special Servicers”), Computershare Trust Company, National Association,\nas certificate administrator (the “Certificate Administrator”), Deutsche Bank National Trust Company, as trustee (the\n“Trustee”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)\nand as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). LNR Partners, LLC (the\n“Outside Special Servicer”) is the special servicer of certain of the non-serviced mortgage loans and the related companion\nloans pursuant to the pooling and servicing agreement for the WFCM 2026-C66 securitization.\n\nThe Mortgage Loans will be\npurchased by the Depositor (i) from Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) on the Closing Date pursuant\nto a Mortgage Loan Purchase Agreement (the “MSMCH Mortgage Loan Purchase Agreement”), dated and effective as of the\ndate hereof, between MSMCH and the Depositor, (ii) from JPMorgan Chase Bank, National Association (“JPMCB”) on the\nClosing Date pursuant to a Mortgage Loan Purchase Agreement (the “JPMCB Mortgage Loan Purchase Agreement”), dated and\neffective as of the date hereof, between JPMCB and the Depositor, (iii) from National Cooperative Bank, N.A. (“NCB”)\non the Closing Date pursuant to a Mortgage Loan Purchase Agreement (in such capacity, the “NCB Mortgage Loan Purchase Agreement”),\ndated and effective as of the date hereof, between NCB and the Depositor, (iv) from Wells Fargo Bank, National Association (“Wells\nFargo Bank”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “Wells Fargo Bank Mortgage Loan\nPurchase Agreement”), dated and effective as of the date hereof, between Wells Fargo Bank and the Depositor, and (v) from Bank\nof America, National Association (“BANA” and, collectively with MSMCH, JPMCB, NCB and Wells Fargo Bank, the “Mortgage\nLoan Sellers”) on the Closing Date pursuant to a Mortgage Loan Purchase Agreement (the “BANA Mortgage Loan Purchase\nAgreement” and, collectively with the MSMCH Mortgage Loan Purchase Agreement, the JPMCB Mortgage Loan Purchase Agreement, the\nNCB Mortgage Loan Purchase Agreement and the Wells Fargo Bank Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”),\ndated and effective as of the date hereof, between BANA and the Depositor.\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\n - 2 - \n\n \n\nThe Certificates not being\nsold pursuant to this Agreement (the “Offered Non-Registered Certificates”) will be sold by the Depositor to MS&Co.,\nJPMS, Wells Fargo Securities, BofA Securities, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”)\npursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), by\nand among the Depositor, MSMCH and the Initial Purchasers. The Initial Purchasers will offer the Offered Non-Registered Certificates for\nsale in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”).\nThe VRR Interest will not be registered under the 1933 Act and will be acquired by Morgan Stanley Bank, N.A. (“Morgan Stanley\nBank”), JPMCB and Wells Fargo Bank from the Depositor pursuant to a separate agreement.\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, dated as of the date hereof\n(each, a “Mortgage Loan Seller Indemnification Agreement”), among such Mortgage Loan Seller, the Depositor and the\nDealers, providing for indemnification by such Mortgage Loan Seller of the Dealers in accordance with the terms thereof with respect to\nthe Mortgage Loans sold to the Depositor by such Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement. In addition,\nin connection with the transactions contemplated by this Agreement, each of the Master Servicers, the Special Servicers, the Outside Special\nServicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer (each, a “Service\nProvider”) will enter into an indemnification agreement, dated as of the date hereof (each, a “Service Provider Indemnification\nAgreement” and, 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)                \nThe Depositor has filed with the Securities and Exchange Commission (the “Commission”) a registration\nstatement (No. 333-282944) on Form SF-3 for the registration of Commercial Mortgage Pass-Through Certificates, issuable in series,\nincluding the Registered Certificates, under the 1933 Act, which registration statement has become effective and a copy of which, as amended\nto the date hereof, has heretofore been delivered to you. The Depositor meets the requirements for use of Form SF-3 under the 1933 Act,\nand such registration statement, as amended at the date hereof, meets the requirements set forth in Rule 415(a)(1) under the 1933\nAct and complies in all other material respects with the 1933 Act and the rules and regulations thereunder. The Depositor also has prepared\nand filed with the Commission a preliminary prospectus dated June 9, 2026 (the “Preliminary Prospectus”), specifically\nrelating to the Registered\n\n - 3 - \n\n \n\nCertificates, in accordance with Rule 424(h) and Rule 430D\nunder the 1933 Act. The Depositor also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) under the 1933\nAct a prospectus specifically relating to the Registered Certificates (the “Prospectus”). Such registration statement,\nas amended at the time when it became effective, or, if a post-effective amendment is filed with respect thereto, as amended by such post-effective\namendment at the time of its effectiveness, including all exhibits thereto (and any information that is contained in the Preliminary Prospectus\nor the Prospectus and is deemed to be a part of and included in such registration statement), is referred to herein as the “Registration\nStatement.” Any reference in this Agreement to the Registration Statement used in connection with the offering of the Registered\nCertificates, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any exhibits thereto and the documents\nincorporated by reference therein pursuant to Item 10(d) of Form SF-3 under the 1933 Act, as of the effective date of the Registration\nStatement or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment”\nor “supplement” with respect to the Registration Statement, the Preliminary Prospectus and the Prospectus shall be deemed\nto refer to and include any documents filed after the date the Registration Statement became effective, or the date of the Preliminary\nProspectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations\nof the Commission thereunder (collectively, the “1934 Act”) that are deemed to be incorporated by reference therein.\n“Master Tapes” shall mean the respective compilations of information and data regarding the Mortgage Loans covered\nby the two Independent Accountants’ Reports on Applying Agreed-Upon Procedures, each to be dated on or about the business day immediately\npreceding the Closing Date, rendered by a third party accounting firm described in Section 6(i) of this Agreement.\n\n(ii)             \nAs of the date hereof, as of the date the Registration Statement became effective or was deemed effective pursuant to Rule\n430D under the 1933 Act, as of the Time of Sale (including any subsequent Time of Sale), as of the date of the Preliminary Prospectus,\nas of the date the Prospectus is first filed pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to the Closing Date,\nany amendment to the Registration Statement becomes effective, as of the date on which any supplement to the Prospectus is filed with\nthe Commission, and as of the Closing Date (each such date or time, an “Effective Time”), (A) the Registration Statement,\nas amended as of any such time, the Preliminary Prospectus, as amended or supplemented as of any such time, and the Prospectus, as amended\nor supplemented as of any such time, complied, complies and will comply in all material respects with the applicable requirements of the\n1933 Act and the rules and regulations thereunder, (B) the conditions to the use by the Depositor of a registration statement on Form\nSF-3 under the 1933 Act, as set forth in the General Instructions to Form SF-3, have been satisfied or will be satisfied with respect\nto the Registration Statement and the Prospectus, (C) the Registration Statement, as amended as of any such time, does not include and\nwill not include any untrue statement of a material fact and does not omit and will not omit to state any material fact required to be\nstated therein or necessary in order to make the statements therein not misleading, (D) the Preliminary Prospectus, as amended or supplemented\nas of any such time, does not include and will not include any untrue statement of a material fact and does not omit and will not omit\nto state any material fact required to be stated therein or necessary in order\n\n - 4 - \n\n \n\nto make the statements therein, in the\nlight of the circumstances under which they were made, not misleading, and (E) the Prospectus, as amended or supplemented as of any such\ntime, does not include and will not include any untrue statement of a material fact and does not omit and will not omit to state any material\nfact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which\nthey were made, not misleading; provided that the Depositor makes no representations or warranties as to (x) statements contained\nin or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus or the information contained in any revision\nor amendment of or supplement to the Preliminary Prospectus or the Prospectus thereto made in reliance upon and in conformity with information\nfurnished in writing to the Depositor by or on behalf of any Underwriter specifically for use in the Registration Statement, the Preliminary\nProspectus or the Prospectus (such information being identified in Section 8(b) hereof), (y) the Mortgage Loan Seller Covered Information\n(as defined in Section 8(a)(i) hereof), or (z) any information with respect to which any of the Master Servicers (the “Master\nServicer Covered Information”), the Special Servicers (the “Special Servicer Covered Information”), the Outside\nSpecial Servicer (the “Outside Special Servicer Covered Information”), the Certificate Administrator (the “Certificate\nAdministrator Covered Information”), the Trustee (the “Trustee Covered Information”), the Operating Advisor\n(the “Operating Advisor Covered Information”) or the Asset Representations Reviewer (the “Asset Representations\nReviewer Covered Information”) agrees in the related Service Provider Indemnification Agreement to provide indemnification.\n\n(iii)           \nThe Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the\nState of Delaware with corporate power and authority to own, lease or operate its properties and to conduct its business as described\nin the Prospectus as now conducted by it and to enter into and perform its obligations under this Agreement, the Mortgage Loan Purchase\nAgreements and the Pooling and Servicing Agreement; and the Depositor is duly qualified as a foreign corporation to transact business\nand is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of\nproperty or the conduct of business.\n\n(iv)            \nAs of each Effective Time, there has not and will not have been (x) any request by the Commission for any further amendment\nto the Registration Statement or the Prospectus or for any additional information, (y) any issuance by the Commission of any stop\norder suspending 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)              \nEach of this Agreement and the Mortgage Loan Purchase Agreements has been, and as of the Closing Date the Pooling and Servicing\nAgreement will be, duly authorized, executed and delivered by the Depositor and each of this Agreement and the Mortgage Loan Purchase\nAgreements constitutes, and, as of the Closing Date, the Pooling and Servicing Agreement will constitute, a legal, valid and binding agreement\nof the Depositor, enforceable against the Depositor in accordance with\n\n - 5 - \n\n \n\nits respective terms, except as enforceability\nmay be limited by (x) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement\nof the rights of creditors generally, (y) general principles of equity, whether enforcement is sought in a proceeding in equity or\nat law, and (z) public policy considerations underlying the securities laws, to the extent that such public policy considerations\nlimit the enforceability of the provisions of this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement\nthat purport to provide indemnification from securities law liabilities.\n\n(vi)            \nAs of the Closing Date, the Registered Certificates, the Pooling and Servicing Agreement and the Mortgage Loan Purchase\nAgreements will conform in all material respects to the respective descriptions thereof contained in each of (A) the Prospectus, (B) the\nPreliminary Prospectus and (C) any Issuer Information (as may have been revised and corrected if such revised or corrected information\nwas delivered a reasonable time prior to the Time of Sale) delivered to any Underwriter for inclusion in an Underwriter Free Writing Prospectus.\nAs of 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)         \nThe Depositor is not in violation of its certificate of incorporation or by-laws or in default under any agreement, indenture\nor instrument the effect of which violation or default would be material to the Depositor or which violation or default would have a material\nadverse effect on the performance of its obligations under this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase\nAgreement. Neither the issuance and sale of the Registered Certificates, nor the execution and delivery by the Depositor of this Agreement,\nany Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement nor the consummation by the Depositor of any of the transactions\nherein or therein contemplated, nor compliance by the Depositor with the provisions hereof or thereof, did, does or will conflict with\nor result in a breach of any term or provision of the certificate of incorporation or by-laws of the Depositor or conflict with, result\nin a breach, violation or acceleration of, or constitute a default (or an event which, with the passing of time or notification, or both,\nwould constitute a default) under, the terms of any indenture or other agreement or instrument to which the Depositor is a party or by\nwhich it or any material asset is bound, or any statute, order or regulation applicable to the Depositor of any court, regulatory body,\nadministrative agency or governmental body having jurisdiction over the Depositor.\n\n(viii)       \nNeither 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\n\n - 6 - \n\n \n\nparty, by which it or any property or\nasset is bound or to which any of the property or assets of the Depositor is subject.\n\n(ix)            \nThere is no action, suit or proceeding against the Depositor pending, or, to the knowledge of the Depositor, threatened,\nbefore any court, arbitrator, administrative agency or other tribunal, (v) that, if determined adversely to the Depositor, would have\na material adverse effect on the business or financial condition of the Depositor, (w) asserting the invalidity of this Agreement, the\nPooling and Servicing Agreement, any Mortgage Loan Purchase Agreement or the Registered Certificates, (x) seeking to prevent the issuance\nof the Registered Certificates or the consummation of any of the transactions contemplated by the Pooling and Servicing Agreement, the\nMortgage Loan Purchase Agreements or this Agreement, (y) that might materially and adversely affect the performance by the Depositor of\nits obligations under, or the validity or enforceability of, this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase\nAgreement or the Registered Certificates or (z) seeking to affect adversely the federal income tax attributes of the Registered Certificates\nas described in the Preliminary Prospectus or the Prospectus.\n\n(x)              \nThe Depositor will, at the Closing Date (and to the extent that title and ownership of any such Mortgage Loan was transferred\nto the Depositor by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement), own the Mortgage Loans,\nfree and clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance.\n\n(xi)            \nAt the Closing Date, the Depositor will have full power and authority to sell and deliver the Mortgage Loans to the Trustee\nunder the Pooling and Servicing Agreement and, at the Closing Date, will have duly authorized such assignment and delivery to the Trustee\nby all necessary action.\n\n(xii)         \nThere 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)       \nNo authorization, approval or consent of any court or governmental authority or agency is necessary in connection with (i)\nthe offering or sale of the Registered Certificates pursuant to this Agreement, except such as have been, or as of the Closing Date will\nhave been, obtained or such as may otherwise be required under applicable state securities laws in connection with the purchase and offer\nand sale of the Registered Certificates by the Underwriters and any recordation of the respective assignments of the Mortgage Loans to\nthe Trustee pursuant to the Pooling and Servicing Agreement that have not been completed or (ii) the consummation by the Depositor of\nthe other transactions contemplated by this Agreement, the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreements.\n\n - 7 - \n\n \n\n(xiv)        \nThe Depositor possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal\nor foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and the Depositor has not received any\nnotice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or\nin the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the condition,\nfinancial or otherwise, or the earnings, business affairs or business prospects of the Depositor.\n\n(xv)          \nAny taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement, the Pooling\nand Servicing Agreement and the Mortgage Loan Purchase Agreements and the delivery and sale of the Registered Certificates (other than\nsuch federal, state and local taxes as may be payable on the income or gain recognized therefrom) have been or will be paid at or prior\nto the Closing Date.\n\n(xvi)        \nNeither the Depositor nor the Trust Fund is, and neither the sale of the Registered Certificates in the manner contemplated\nby the Prospectus nor the activities of the Trust Fund pursuant to the Pooling and Servicing Agreement will cause the Depositor or the\nTrust Fund to be, subject to registration or regulation as an “investment company” or under the control of an “investment\ncompany” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).\nThe Trust Fund will be relying on an exclusion or exemption from the definition of “investment company” under the Investment\nCompany Act 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\nnot registering under the Investment Company Act, although there may be additional exclusions or exemptions available to the Trust Fund.\nThe Trust Fund was structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement\nSection 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.\n\n(xvii)     \nUnder generally accepted accounting principles and for federal income tax purposes, the Depositor will report the transfer\nof the Mortgage Loans to the Trustee in exchange for the Certificates and the VRR Interest and will report the sale of the Registered\nCertificates to the Underwriters pursuant to this Agreement as a sale of the interests in the Mortgage Loans evidenced by the Registered\nCertificates. The consideration received by the Depositor upon the sale of the Registered Certificates to the Underwriters will constitute\nreasonably equivalent value and fair consideration for the Registered Certificates. The Depositor will be solvent at all relevant times\nprior to, and will not be rendered insolvent by, the sale of the Registered Certificates to the Underwriters. In addition, the Depositor\nwas solvent at all relevant times prior to, and will not be rendered insolvent by, the transfer of the Mortgage Loans to the Trustee on\nbehalf of the Trust Fund. The Depositor is not selling the Registered Certificates to the Underwriters and is not transferring the Mortgage\nLoans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of the creditors of the Depositor.\n\n - 8 - \n\n \n\n(xviii)   \nThe Depositor acknowledges and agrees that: (i) the Underwriters are acting solely in the capacity of an arm’s length\ncontractual counterparty to the Depositor with respect to the offering of the Registered Certificates contemplated hereby (including in\nconnection with determining the terms of the offering) and not as a financial or other advisor or a fiduciary to, or an agent of, the\nDepositor or any other person irrespective of whether any Underwriter has advised or is advising the Depositor on other matters; (ii)\nno Underwriter is advising the Depositor as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (iii)\nthe Depositor has consulted, to the extent it deems necessary, its own advisors concerning such matters and shall be responsible for making\nits own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility\nor liability to the Depositor with respect thereto; (iv) any review by the Underwriters of the Depositor, the transactions contemplated\nhereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on\nbehalf of the Depositor; and (v) the Underwriters’ obligations to the Depositor in respect of the offering, purchase and sale of\nthe Registered Certificates are set forth in this Agreement in their entirety.\n\n(xix)        \nAt the Closing Date, the respective Classes of Registered Certificates listed on Schedule I hereto shall have\nbeen assigned ratings no lower than those set forth in the Time of Sale Information by the nationally recognized statistical rating organizations\nretained to provide such ratings (the “Rating Agencies”), and such ratings shall not have been placed on negative credit\nwatch or negative review by such Rating Agency.\n\n(xx)          \nThe Depositor is not, and on the date on which the initial bona fide offer of the Registered Certificates is made will\nnot be, an “ineligible issuer,” as defined in Rule 405 under the 1933 Act.\n\n(xxi)        \nAt or prior to the time when sales to investors of the Registered Certificates were first made as determined in accordance\nwith Rule 159 of the 1933 Act (the “Time of Sale”), which was approximately (a) 4:05 p.m. (New York time) on June\n12, 2026 with respect to the Registered Certificates (other than the Class X-A and Class X-B Certificates) and (b) 4:15 p.m. (New York\ntime) on June 15, 2026 with respect to the Class X-A and Class X-B Certificates, the Depositor had prepared the following information\n(collectively, the “Time of Sale Information”): (x) the Free Writing Prospectus dated June 9, 2026, designated as a\nStructural and Collateral Term Sheet and relating to the Registered Certificates (the “Term Sheet”) and (y) the\nPreliminary Prospectus. For the purposes of this Agreement, “Free Writing Prospectus” shall mean a “free writing\nprospectus” as defined pursuant to Rule 405 under the 1933 Act. If, subsequent to the date of this Agreement, the Depositor\nand the Underwriters have determined that the Time of Sale Information included an untrue statement of material fact or omitted 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 misleading\nand the applicable Underwriters have terminated their old purchase contracts and entered into new purchase contracts with investors in\nthe Registered Certificates, then “Time of Sale Information” will refer to the information available to investors at\nthe time of entry into\n\n - 9 - \n\n \n\nsuch new purchase contracts, including\nany information that corrects such material misstatements or omissions (“Corrective Information”).\n\n(xxii)     \nAt the Closing Date, each of the representations and warranties of the Depositor set forth in the Pooling and Servicing\nAgreement and the Mortgage Loan Purchase Agreements will be true and correct in all material respects.\n\n(xxiii)   \nThe Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement\nof a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances\nunder which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (x) any\nUnderwriter Information (as defined below) in such Time of Sale Information, (y) any Mortgage Loan Seller Covered Information in\nsuch Time of Sale Information or (z) any Master Servicer Covered Information, Special Servicer Covered Information, Outside Special\nServicer Covered Information, Certificate Administrator Covered Information, Trustee Covered Information, Operating Advisor Covered Information\nor Asset Representations Reviewer Covered Information.\n\n(xxiv)    \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 will enforce the rights of the Underwriters under the Pooling and Servicing Agreement.\n\n(xxv)      \nThe Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made,\nused, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written\ncommunication” (as defined in Rule 405 under the 1933 Act) that constitutes an offer to sell or solicitation of an offer to\nbuy the Registered Certificates other than (A)  any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of\nthe 1933 Act or Rule 134 under the 1933 Act, (B) the Preliminary Prospectus or any supplement to the Preliminary Prospectus that\nmay be required to be filed with the Commission under Rule 424(h)(2) under the 1933 Act, (C) the Prospectus, (D) the Term Sheet and (E)\neach other written communication approved in writing in advance by MS&Co. (each such communication referred to in clause (D) and this\nclause (E) constituting an “issuer free writing prospectus” (as defined in Rule 433(h) under the 1933 Act) being referred\nto as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied or, if used after the\ndate hereof, will comply, in all material respects with the 1933 Act and the rules and regulations promulgated thereunder, has been filed\nor will be filed in accordance with Section 4(b)(v) (to the extent required thereby) and, did not at the Time of Sale, and\nat the Closing Date will not, contain any untrue statements of a material fact or, (when read in conjunction with the other Time of Sale\nInformation) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under\nwhich they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (x) any\nstatements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor\nin writing by any Underwriter expressly for use in\n\n - 10 - \n\n \n\nany Issuer Free Writing Prospectus, (y) any\nMortgage Loan Seller Covered Information in any Issuer Free Writing Prospectus or (z) any Master Servicer Covered Information, Special\nServicer Covered Information, Outside Special Servicer Covered Information, Certificate Administrator Covered Information, Trustee Covered\nInformation, Operating Advisor Covered Information or Asset Representations Reviewer Covered Information in any Issuer Free Writing Prospectus.\n\n(xxvi)    \nThe Depositor has executed and delivered a written representation (the “17g-5 Representation”) to each\nRating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the 1934 Act,\nand the Depositor has complied, and hereafter will comply, with each such representation, other than any breach of the 17g-5 Representation\n(y) that would not have a material adverse effect on the Certificates or the VRR Interest or (z) arising from a breach by any\nof the Underwriters of the representation, warranty and agreement set forth in Section 4(b)(xvi).\n\n(xxvii) \nThe Depositor has not obtained (and, through and including the Closing Date, will not obtain without the consent of the\nUnderwriters) any third party due diligence report contemplated by Rule 15Ga-2 under the 1934 Act (“Due Diligence Report”)\nin connection with the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports, each\ndated June 5, 2026 (the “Accountants’ Due Diligence Reports”) obtained from the accounting firms engaged to perform\nprocedures involving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the\nMortgage Loans (the “Accountants”), copies of which have been furnished to each of the Underwriters, at the request\nof the Depositor; and, except for the Accountants with respect to the Accountants’ Due Diligence Reports, the Depositor has not\nemployed (and, through and including the Closing Date, will not employ without the consent of the Underwriters) any third party to engage\nin any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the 1934 Act (“Due\nDiligence Services”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants\nhave consented to the inclusion of the Accountants’ Due Diligence Reports in a Form 15G (as defined below) furnished on the Commission’s\nElectronic Data Gathering and Retrieval System (“EDGAR”) as required by Rule 15Ga-2 under the 1934 Act (“Rule\n15Ga-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)    \nThe Depositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) each containing\nthe findings and conclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of such Form 15G, Rule\n15Ga-2, any other rules and regulations of the Commission and the 1934 Act; (B) provided a copy of the final draft of each such Form 15G\nto each of the Underwriters\n\n - 11 - \n\n \n\nat least six (6) business days before\nthe date of first sale of any Registered Certificates; and (C) furnished each such Form 15G to the Commission on EDGAR at least five (5)\nbusiness days before the date of first sale of any Registered Certificates as required by Rule 15Ga-2.\n\n(xxx)      No\nportion of any 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(b)              \nMSMCH represents and warrants to, and agrees with, each Underwriter that:\n\n(i)                                  It\nhas been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of New York,\nwith the power and authority to enter into and perform its obligations under this Agreement.\n\n(ii)                                This\nAgreement has been duly and validly authorized, executed and delivered by MSMCH and, assuming due authorization, execution and delivery\nhereof by the Depositor and the Underwriters, constitutes a legal, valid and binding obligation of MSMCH, enforceable against MSMCH 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, as they may be applied in the context of the insolvency\nof a national banking association, (y) general equity principles (regardless of whether such enforcement is considered in a proceeding\nin equity or at law), and (z) public policy considerations underlying the securities laws, to the extent that such public policy\nconsiderations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities\nunder applicable securities laws.\n\n(iii)                            The\nexecution and delivery of this Agreement by MSMCH and MSMCH’s performance and compliance with the terms of this Agreement will\nnot (x) violate MSMCH’s articles of organization or operating agreement, (y) violate any law or regulation or any\nadministrative decree or order to which it is subject or (z) constitute a default (or an event which, with notice or lapse of\ntime, or both, would constitute a default) under, or result in the breach of, any contract, agreement or other instrument to which MSMCH\nis a party or by which MSMCH is bound.\n\n(iv)                           MSMCH\nis not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal\nor other governmental agency or body, which default might have consequences that would materially and adversely affect the condition\n(financial or other) or operations of MSMCH or its properties or have consequences that would materially and adversely affect its performance\nhereunder.\n\n - 12 - \n\n \n\n(v)                              MSMCH\nis not a party to or bound by any agreement or instrument or subject to any articles of organization, operating agreement or any other\nlimited liability company restriction or any judgment, order, writ, injunction, decree, law or regulation that would materially and adversely\naffect the ability of MSMCH to perform its obligations under this Agreement or that requires the consent of any third person to the execution\nof this Agreement or the performance by MSMCH of its obligations under this Agreement (except to the extent such consent has been obtained).\n\n(vi)                           No\nconsent, approval, authorization or order of any court or administrative, regulatory or other governmental agency or body is required\nfor the execution, delivery and performance by MSMCH of or compliance by MSMCH with this Agreement or the consummation of the transactions\ncontemplated by this Agreement except as have previously been obtained.\n\n(vii)                        No\nlitigation is pending or, to the best of MSMCH’s knowledge, threatened against MSMCH that would assert the invalidity of this Agreement,\nprohibit its entering into this Agreement or materially and adversely affect the performance by MSMCH 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 or as of the\ndate specified in such representation and warranty.\n\n(c)              \nEach Underwriter (severally, but 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\nhereof.\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 EU Retail Investor in the European Economic Area.\n\nFor the purposes\nof this subsection (c)(ii):\n\n(1)                               the\nexpression “EU 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, as amended;\n\n - 13 - \n\n \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(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)                            (A)\nIt 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.\n\nFor the purposes\nof 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 Commission Delegated Regulation (EU) 2017/565, as it forms part of United Kingdom\ndomestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) and as amended; 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 (such rules and regulations as amended) to implement Directive (EU) 2016/97, where that customer would\nnot qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of United\nKingdom domestic law by virtue of the EUWA and as amended; or\n\n(C) not a qualified\ninvestor, as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of United Kingdom domestic law by virtue of the EUWA\nand as amended; 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(B)                             It\nhas only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement\nto engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or\nsale of any Registered Certificates in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity or\nthe Depositor.\n\n - 14 - \n\n \n\n(C)             \nIt has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation\nto the Registered Certificates in, from or otherwise involving the United Kingdom.\n\nFor the purposes\nof this subsection (c)(iii), the term “Issuing Entity” means the BANK 2026-BNK52 securitization trust.\n\n(iv)            \nIt 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 otherwise\nin compliance with, the Financial Instruments and Exchange Law of Japan, as amended, and other relevant laws, regulations and ministerial\nguidelines of Japan.\n\n(v)              \nIt (A) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Registered Certificates\n(except for Registered Certificates which are a “structured product” as defined in the Securities and Futures Ordinance (Cap.\n571) (the “SFO”) of Hong Kong) other than (a) to “professional investors” as defined in the SFO and any\nrules or regulations made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus”\nas defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (the “C(WUMP)O”) of Hong\nKong or 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(vi)            \nIt 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(vii)         \nIt has not offered or sold any Registered Certificates or caused such certificates to be made the subject of an invitation\nfor subscription or purchase and will not offer or sell such Registered Certificates or cause such Registered Certificate to be made the\nsubject of an invitation for subscription or purchase, and has not circulated\n\n - 15 - \n\n \n\nor distributed, nor will it circulate\nor distribute, the Preliminary Prospectus, the Prospectus or any other document or material in connection with the offer or sale, or invitation\nfor subscription or purchase, of the Registered Certificates, whether directly or indirectly, to persons in Singapore other than to an\n“institutional investor” (as defined in Section 4A(1)(c) of the Securities and Futures Act (Cap. 2018) of Singapore (the “SFA”))\npursuant to Section 304 of the SFA.\n\n(viii)       \nExcept for the Accountants’ Due Diligence Reports, such Underwriter has not obtained (and, through and including the\nClosing Date, will not obtain without the consent of the Depositor) any Due Diligence Report in connection with the offering contemplated\nhereby and the Prospectus. Except for the Accountants with respect to the Accountants’ Due Diligence Reports, such Underwriter has\nnot employed (and, through and including the Closing Date, will not employ without the consent of the Depositor) any third party to engage\nin any activity 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 (3) business days after the filing of the Preliminary Prospectus, (ii)\nless than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus with the Commission in accordance with\nRule 424(h)(2) under the 1933 Act, and (iii) less than five (5) business days after the furnishing by the Depositor to the Commission,\npursuant to Section 1(a)(xxix) of this Agreement, of any 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 ten (10) business days after such specified date as you shall designate), which date and time\nmay be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered\nCertificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”),\nas specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters\nof the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other\nmanner of payment as may be\n\n - 16 - \n\n \n\nagreed upon by the Depositor and you. Any Class\nof Registered Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered\nin the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m.\n(New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC.\nUnless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations\nand registered in 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\n\n - 17 - \n\n \n\nother written communication approved\nby the Depositor in advance. Without the prior written consent of the Depositor, such Underwriter shall not convey or deliver in connection\nwith the initial offering of the Registered Certificates any ABS Informational and Computational Material in reliance upon Rules 167 and\n426 under the 1933 Act. “ABS Informational and Computational Material” shall mean “ABS informational and computational\nmaterial,” as defined in Item 1101(a) of Regulation AB under the 1933 Act and “Regulation AB” shall mean Subpart\n229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time\nto time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission,\nor as may be provided by the Commission or its staff from time to time, in each case as in effect on the date hereof and for which compliance\nis required as of the date hereof.\n\n(ii)            Such\nUnderwriter shall deliver to the Depositor, no later than two (2) business days prior to the date of first use thereof, (A) any\nUnderwriter Free Writing Prospectus that contains any “issuer information,” as defined in Rule 433(h) under the 1933\nAct (“Issuer Information”) (which the parties hereto agree includes, without limitation, Mortgage Loan Seller Covered\nInformation), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the\nRegistered Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational\nMaterial may be delivered by such Underwriter to the Depositor not later than the later of (x) two (2) business days prior to\nthe due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (y) the date of first use of such\nFree 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, Outside Special Servicer Covered Information,\nOperating Advisor Covered Information, Trustee Covered Information, Certificate Administrator Covered Information or Asset Representations\nReviewer Covered Information, which information was not corrected by Corrective Information subsequently supplied by the Depositor, any\nother party to the Pooling and Servicing\n\n - 18 - \n\n \n\nAgreement or any Mortgage Loan Seller\nto such Underwriter at any time prior to the Time of Sale.\n\n(v)              \nThe Depositor agrees to file with the Commission the following:\n\n(A)           Any\nIssuer Free Writing Prospectus to the extent required to be filed with the Commission by Rule 433 under the 1933 Act;\n\n(B)            Any\nFree Writing Prospectus or portion thereof delivered by any Underwriter to the Depositor pursuant to Section 4(b)(ii);\n\n(C)            Any\nFree Writing Prospectus for which the Depositor or any person acting on its behalf provided, authorized or approved information that\nis prepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant that is in the\nbusiness of publishing, radio or television broadcasting or otherwise disseminating communications; and\n\n(D)            Any\nABS Informational and Computational Material that is not being treated as a Free Writing Prospectus.\n\n(vi)            \nAny Free Writing Prospectus required to be filed pursuant to Section 4(b)(v) by the Depositor shall be filed\nwith the Commission not later than the date of first use of such Free Writing Prospectus, except that:\n\n(A)           Any\nFree Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Registered\nCertificates shall be filed by the Depositor with the Commission within two days of the later of the date such final terms have been\nestablished for all Classes of Registered Certificates and the date of first use;\n\n(B)             Any\nFree Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall\nbe filed by the Depositor with the Commission not later than the later of the due date for filing the final Prospectus relating to the\nRegistered Certificates pursuant to Rule 424(b) under the 1933 Act and two (2) business days after the date of first use of such\nFree Writing Prospectus;\n\n(C)            Any\nFree Writing Prospectus required to be filed pursuant to Section 4(b)(v)(C) shall, if no payment has been made or consideration\nhas been given by or on behalf of the Depositor for the Free Writing Prospectus or its dissemination, be filed by the Depositor with\nthe Commission not later than four (4) business days after the Depositor becomes aware of the publication, radio or television broadcast\nor other dissemination of the Free Writing Prospectus; and\n\n(D)            The\nDepositor shall not be required to file (1) Issuer Information contained in any Free Writing Prospectus prepared by or on behalf\nof an Underwriter (an “Underwriter Free Writing Prospectus”) or by or on behalf of any other offering participant\nother than the Depositor, if such information is\n\n - 19 - \n\n \n\nincluded or incorporated by reference in\na prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Registered Certificates,\nor (2) any Free Writing Prospectus or portion thereof that contains a description of the Registered Certificates or the offering\nof the Registered Certificates which does not reflect the final terms thereof.\n\n(vii)         \nSuch 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)       \nNotwithstanding the provisions of Section 4(b)(vii), such Underwriter shall file with the Commission any Free\nWriting Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is\nprepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant that is in the business\nof publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or\nconsideration given by or on behalf of the Depositor or any other offering participant, not later than four (4) business days after such\nUnderwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus.\n\n(ix)            \nNotwithstanding the provisions of Sections 4(b)(v) and 4(b)(vii), neither the Depositor nor such Underwriter\nshall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus\npreviously filed with the Commission.\n\n(x)              \nThe Depositor and such Underwriter each agree that any Free Writing Prospectuses prepared by it shall contain the following\nlegend:\n\nThe depositor has filed a registration\nstatement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-282944)\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 after filing if you request it by calling\ntoll free 1-866-718-1649 (8 a.m.–5 p.m. EST) or by emailing prospectus@ms.com.\n\n(xi)            \nThe Depositor and such Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required\nto be filed pursuant to this Section 4 for a period of three years following the initial bona fide offering of the Registered\nCertificates.\n\n - 20 - \n\n \n\n(xii)         \nIn the event that the Depositor becomes aware that, as of the Time of Sale, the Preliminary Prospectus contained any untrue\nstatement of a material fact or omitted to state a material fact necessary to make the statements contained therein, in the light of the\ncircumstances under which they were made, not misleading, the Depositor shall (A) notify the Underwriters thereof within one (1) business\nday after discovery, (B) prepare and deliver to the Underwriters a supplement to the Preliminary Prospectus that corrects the material\nmisstatement or omission in the Preliminary Prospectus and that meets the requirements of Rule 424(h)(2) under the 1933 Act (such supplement,\na “Corrected Supplement”) and (C) file such Corrected Supplement with the Commission in accordance with Rule 424(h)\nunder the 1933 Act. Upon receipt of such notice from 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.A.2.c of\nthe Commission’s Securities Offering Reform Release No. 33-8591.\n\n(xiii)         \nIf the Depositor becomes aware that, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement\nof a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the\ncircumstances under which they were made, not misleading (a “Defective Issuer Free Writing Prospectus”), the Depositor\nshall immediately notify the Underwriters thereof and the Depositor shall, if requested by the Underwriters, prepare and deliver to the\nUnderwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus\n(such corrected Issuer 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\n\n - 21 - \n\n \n\nwhich they were made, not misleading (such\nFree Writing Prospectus, together with a Defective Issuer Free Writing Prospectus, a “Defective Free Writing Prospectus”),\nsuch Underwriter shall notify the Depositor and each other Underwriter thereof within one (1) 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 - 22 - \n\n \n\n(xiv)        \nSuch Underwriter covenants with the Depositor that after the final Prospectus is available, such Underwriter shall not\ndistribute any written information concerning the Registered Certificates that contains any Issuer Information to a prospective investor\nin a Registered Certificate unless such information is preceded or accompanied by the final Prospectus.\n\n(xv)          \nSuch Underwriter further represents and warrants that it has offered and sold Registered Certificates in the United Kingdom\nonly to, or directed at, 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 (as amended, the “Financial Promotion\nOrder”);\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; or\n\n(C)             \nare persons to which the Prospectus may otherwise lawfully be communicated or directed.\n\n(xvi)        \nSuch Underwriter further (x) represents and warrants that it has not provided, as of the date of this Agreement, and covenants\nwith the Depositor that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized\nstatistical rating organization” (within the meaning of the 1934 Act), any information, written or oral, relating to the Trust Fund,\nthe Certificates, the VRR Interest, the Mortgage Loans, the transactions contemplated by this Agreement or the Pooling and Servicing Agreement\nor any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Certificates\n(as contemplated by Rule 17g-5(a)(3)(iii)(C) under the 1934 Act), without the prior consent of the Depositor, and (y) covenants\nwith the Depositor that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization”\n(within the meaning of the 1934 Act), any information, written or oral, relating to the Trust Fund, the Certificates, the VRR Interest,\nthe Mortgage Loans, the transactions contemplated by this Agreement or the Pooling and Servicing Agreement or any other information, that\ncould be reasonably determined to be relevant to undertaking credit rating surveillance for the Certificates (as contemplated by Rule 17g-5(a)(3)(iii)(D)\nunder the 1934 Act), without 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\n\n - 23 - \n\n \n\nfiling, and will not file any such proposed\namendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to\nbe transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with\nthe Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the\nProspectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to\nthe Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or\namend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated\nhereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective\namendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary\nProspectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor\nof any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or\nthe institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of\nany 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\n\n - 24 - \n\n \n\nqualified or to take any action that would\nsubject it to general or unlimited 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 delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the\nDepositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates\nunder state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection\ntherewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility\nof the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses\nof printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation,\nprinting and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, ABS Informational\nand Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of\nsuch copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies\nthat we hire to rate the Registered Certificates; upfront costs and fees of other parties to the Pooling and Servicing Agreement; and\nthe reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs\nand expenses incurred by 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, cause the Trustee (or the Certificate Administrator on behalf\nof 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\n - 25 - \n\n \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 MSMCH 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 respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed\non 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 MSMCH shall have delivered to you a certificate of MSMCH, signed\nby an authorized officer of MSMCH and dated the Closing Date, to the effect that: (i) the representations and warranties of MSMCH\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) MSMCH 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 (i) with respect to MSMCH, a good standing certificate from the Secretary of State of the State\nof New York and (ii) with respect to the Depositor, a good standing certificate from the Secretary of State of the State of Delaware,\neach 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 his or her individual capacity,\na certificate, dated the Closing Date,\n\n - 26 - \n\n \n\nto the effect that: (x) each individual\nwho, as an officer or representative of the Depositor, signed this Agreement, or any other document or certificate delivered on or before\nthe Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and\nis as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such\npersons appearing on such documents and certificates are their genuine signatures; and (y) no event (including, without limitation,\nany act or omission on the part of the Depositor) has occurred since the date of the good standing certificate referred to in Section 6(d)\nhereof which has affected the good standing of the Depositor under the laws of the State of Delaware. Such certificate shall be accompanied\nby true and complete copies (certified as such by the Secretary or an Assistant Secretary of the Depositor) of the certificate of incorporation\nand by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions of the Depositor and any required shareholder consent\nrelating to the transactions contemplated in this Agreement; and (ii) you shall have received from the Secretary or an Assistant\nSecretary of MSMCH, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that: (x) each individual\nwho, as an officer or representative of MSMCH, signed this Agreement or any other document or certificate delivered on or before the Closing\nDate in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the\nClosing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing\non such documents and certificates are their genuine signatures; and (y) no event (including, without limitation, any act or omission\non the part of MSMCH) has occurred since the date of the certificate referred to in Section 6(d) hereof which has affected\nthe existence of MSMCH under the laws of the United States of America. Such certificate shall be accompanied by true and complete copies\n(certified as such by the Secretary or an Assistant Secretary of MSMCH) of the articles of organization and operating agreement of MSMCH,\nas in effect on the Closing Date, and of the resolutions of MSMCH and any required member consent relating to the transactions contemplated\nin this Agreement.\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 MSMCH, one or more favorable opinions, dated the Closing Date in form and\nsubstance 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 Reports and letters\nsatisfactory in form and substance to you and counsel for the Underwriters, to the following effect:\n\n(i)                \nthey have performed certain specified procedures as a result of which they have determined that the information of an accounting,\nfinancial or statistical\n\n - 27 - \n\n \n\nnature set forth (A) in the Prospectus\nunder the captions “Summary of Terms,” “Description of the Mortgage Pool” and “Yield and Maturity Considerations”,\n(B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary Prospectus and (C) in the Term Sheet agrees with the Master\nTapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material deviations are otherwise noted in such letter; and\n\n(ii)             \nthey have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding\nclause (i) to information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and\nfound such data and information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such\nletter.\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 Section 1(a)(xix) and that, as of the Closing Date, no notice has been given of (i) any\nintended or possible downgrading or (ii) any review or possible changes in such ratings.\n\n(k)              \nYou shall have received from the Secretary or an Assistant Secretary of the Trustee, in his or her individual capacity,\na certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The Trustee”\nin the Prospectus is true and correct in all material respects.\n\n(l)                \nYou shall have received from the Secretary or an Assistant Secretary of the Certificate Administrator, in his or her individual\ncapacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction Parties—The\nCertificate Administrator” in the Prospectus is true and correct in all material respects.\n\n(m)            \nYou shall have received from the Secretary or an Assistant Secretary of the General Master Servicer, in his or her individual\ncapacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Master Servicer under the\nheading “Transaction Parties—The Master Servicers—Trimont LLC” in the Prospectus is true and correct in all material\nrespects.\n\n(n)              \nYou shall have received from the Secretary or an Assistant Secretary of the NCB Master Servicer, in his or her individual\ncapacity, a certificate, dated the Closing Date, to the effect that the information relating to the NCB Master Servicer under the heading\n“Transaction Parties—The Master Servicers—National Cooperative Bank, N.A*.*” in the Prospectus is true and\ncorrect in all material respects.\n\n(o)              \nYou shall have received from the Secretary or an Assistant Secretary of the General Special Servicer, in his or her individual\ncapacity, a certificate, dated the Closing Date, to the effect that the information relating to the General Special Servicer under the\nheading “Transaction Parties—The Special Servicers—CWCapital Asset Management LLC” in the Prospectus is true and\ncorrect in all material respects.\n\n(p)              \nYou shall have received from the Secretary or an Assistant Secretary of the NCB Special Servicer, in his or her individual\ncapacity, a certificate, dated the Closing Date,\n\n - 28 - \n\n \n\nto the effect that the information relating to the NCB Special Servicer\nunder the heading “Transaction Parties—The Special Servicers— National Cooperative Bank, N.A.” in the Prospectus\nis true and correct in all material respects.\n\n(q)              \nYou shall have received from the Secretary or an Assistant Secretary of the Outside Special Servicer, in his or her individual\ncapacity, a certificate, dated the Closing Date, to the effect that the information relating to the Outside Special Servicer under the\nheading “Transaction Parties—The Outside Special Servicer” in the Prospectus is true and correct in all material respects.\n\n(r)               \nYou shall have received from the Secretary or an Assistant Secretary of the Operating Advisor and the Asset Representations\nReviewer, in his or her individual capacity, a certificate, dated the Closing Date, to the effect that the information relating to the\nOperating Advisor under the heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” in\nthe Prospectus is true and correct in all material respects.\n\n(s)               \nYou shall have received from counsel for each Mortgage Loan Seller, the retaining sponsor, the Master Servicers, the Special\nServicers, the Outside Special 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(t)                \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 matters related thereto. Any such opinions shall be dated the Closing Date and addressed to the Underwriters.\n\n(u)              \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(v)              \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\n \n\n - 29 - \n\n \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 MSMCH, 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 MSMCH, 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)                \nagainst any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue\nstatement or alleged untrue statement of a material fact contained in the Registration Statement (including the information included therein\nor deemed to be a part thereof), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary\nto make the statements therein not misleading, (B) any untrue statement or alleged untrue statement of a material fact contained in the\nProspectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated\ntherein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,\n(C) any untrue statement or alleged untrue statement of a material fact contained in (w) the Preliminary Prospectus (or any amendment\nor supplement thereto), (x) any other Time of Sale Information, (y) any Issuer Free Writing Prospectus or (z) Issuer Information contained\nin any Underwriter Free Writing Prospectus or any information contained in any Free Writing Prospectus that is required to be filed pursuant\nto Section 4(b)(vii), or the omission or alleged omission to state a material fact necessary to make the statements therein\n(in the case of clause (x) through (z) above, when read in conjunction with the other Time of Sale Information), in the light of the circumstances\nunder which they were made, not misleading, which was not corrected by Corrective Information subsequently supplied by the Depositor,\nany Mortgage Loan Seller, the Master Servicers, the Special Servicers, the Outside Special Servicer, the Certificate Administrator, the\nTrustee, the Operating Advisor or the Asset Representations Reviewer to such Underwriter at any time prior to the Time of Sale (or in\nthe case of any Corrective Information correcting information in the Preliminary Prospectus, at least 48 hours prior to the Time of Sale),\nor (D) any breach of the representation and warranty in Section 1(a)(xx); provided that, in the case of clauses (A),\n(B) and (C) above, the indemnity provided by this Section 8(a) shall not apply to any loss, liability,\nclaim, damage or expense to the extent any such untrue statement or alleged untrue statement or omission or alleged omission arises out\nof or is based upon an untrue statement or omission with respect to information with respect\n\n - 30 - \n\n \n\nto which a Mortgage Loan Seller agrees\nin the related Mortgage Loan Seller Indemnification Agreement to provide indemnification (the “Mortgage Loan Seller Covered Information”);\nprovided further, that the indemnification provided by this Section 8 shall not apply to the extent that such untrue\nstatement or omission of a material fact was made as a result of an error in the manipulation of, or in any calculations based upon, or\nin any aggregation of the information regarding the Mortgage Loans, the related Mortgagors and/or the related Mortgaged Properties set\nforth in the Master Tapes or Annex A-1 to the Prospectus or the Preliminary Prospectus, to the extent (x) such information was\nmaterially incorrect in the applicable Master Tape or such Annex A-1, as applicable, including without limitation the aggregation\nof such information relating to the Mortgage Loans in the Trust Fund or the information provided by the Mortgage Loan Sellers, and (y) such\nloss, liability, claim, damage or expense would be subject to the provisions of the related Mortgage Loan Seller Indemnification Agreement;\nand provided further, that the indemnification provided by this Section 8 shall not apply to the Mortgage Loan Seller\nCovered Information, the Master Servicer Covered Information, the Special Servicer Covered Information, the Outside Special Servicer Covered\nInformation, the Certificate Administrator Covered Information, the Trustee Covered Information, the Operating Advisor Covered Information\nor the Asset Representations Reviewer Covered Information;\n\n(ii)             \nagainst any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount\npaid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,\nor of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such\nsettlement is effected with the written consent of the Depositor or as otherwise contemplated by Section 8(c) hereof; and\n\n(iii)           \nagainst any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Underwriter),\nreasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental\nagency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged\nuntrue statement 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 extent\narising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with Underwriter\nInformation furnished to the Depositor by any Underwriter expressly for use in the Registration Statement (or any amendment thereto) or\nin 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\n\n - 31 - \n\n \n\nstatements or omissions, or alleged untrue\nstatements or omissions (when read in conjunction with the Time of Sale Information) made in the Registration Statement (or any amendment\nthereto), any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement thereto)\nin reliance upon and in conformity with written information furnished to the Depositor by such Underwriter expressly for use in the Registration\nStatement (or any amendment thereto), any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment\nor supplement thereto) (collectively, “Underwriter Information”); provided that no such material misstatement\nor omission arises from an error or omission in information relating to the underlying data regarding the Mortgage Loans or the related\nMortgagors or Mortgaged Properties provided by the Depositor or any Mortgage Loan Seller to such Underwriter. In addition, each Underwriter,\nseverally but not jointly, shall indemnify and hold harmless the Depositor, its directors, each of its officers who signed the Registration\nStatement and each person, if any, who controls the Depositor within the meaning of either Section 15 of the 1933 Act or Section 20\nof the 1934 Act, against any and all losses, liabilities, claims, damages and expenses, as incurred, arising out of any (i) 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 the Underwriter Information,\nand (ii) untrue statements or alleged untrue statements of a material fact, or omissions or alleged omissions to state a material\nfact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any Underwriter\nFree Writing Prospectus or that arise out of or are based upon the omission or alleged omission to state in such Underwriter Free Writing\nProspectus a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not\nmisleading; provided that no Underwriter shall be obligated to so indemnify and hold harmless (A) to the extent the Depositor\nis entitled to indemnification or contribution therefor (I) under the indemnity of any Mortgage Loan Seller set forth in the related Mortgage\nLoan Purchase Agreement or (II) set forth in any Indemnification Agreement, (B) with respect to information that is also contained\nin the Time of Sale Information, or (C) to the extent such losses, liabilities, claims, damages or expenses are caused by a misstatement\nor omission resulting from an error or omission in the Issuer Information supplied by the Depositor or any Mortgage Loan Seller to an\nUnderwriter which was not corrected by Corrective Information subsequently supplied by the Depositor or any Mortgage Loan Seller to such\nUnderwriter at any time prior to the Time of Sale. Notwithstanding the foregoing, the indemnity in clause (ii) of the immediately\npreceding sentence will apply only if such misstatement or omission was not also a misstatement or omission in the Prospectus. Furthermore,\nno Underwriter shall be obligated to indemnify or hold harmless the Depositor or any other person or entity otherwise entitled to such\nindemnification or to be held harmless under this subsection (b) for any liability that is based upon or arises from the information\nset forth in the first sentence of the ninth paragraph and the first sentence of the tenth paragraph under the caption “Plan of\nDistribution (Conflicts of Interest)” in the Preliminary Prospectus (or any amendment or supplement thereto) or the corresponding\nlanguage in the Prospectus to the extent that both (1) such information is based upon and is in conformity with the information set\nforth in the Preliminary Prospectus (or such amendment or supplement thereto) or the Prospectus, respectively, that is not Underwriter\nInformation and (2) such non-Underwriter Information either contains an untrue statement or alleged untrue statement of a material\nfact or omission or alleged omission of a material fact necessary to make the statements therein, in the light of the\n\n - 32 - \n\n \n\ncircumstances under which they were made, not\nmisleading, 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 and (ii) the first and\nthird sentences of the fourth paragraph, the first sentence of the ninth paragraph, the first sentence of the tenth paragraph, the eleventh\nparagraph, the twelfth paragraph and the thirteenth paragraph under the caption “Plan of Distribution (Conflicts of Interest)”\nin the Preliminary Prospectus and, in the case of each of clauses (i) and (ii), the corresponding language in the Prospectus, constitute\nthe only written information furnished to the Depositor by the Underwriters 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(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 indemnifying party’s\nreceiving notice of such action, or (iii) the named parties to any such proceeding (including any impleaded parties) include both\nthe indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to\nactual or potential differing interests between them. In no event shall the indemnifying party or parties be liable for fees and expenses\nof more than one counsel (or, in the event the Depositor or MSMCH is the indemnifying party, one counsel for each Underwriter) (in addition\nto any local counsel) separate from its or their own counsel for all indemnified parties in connection with any one action or separate\nbut similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Unless it shall\nassume the defense of any proceeding, an indemnifying party shall not be liable for any settlement of any proceeding effected without\nits written consent (which consent shall not be unreasonably withheld) but, if settled with such consent or if there be a final judgment\nfor the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such\nsettlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying\nparty to reimburse the indemnified party for fees and expenses of counsel or any other expenses for which the indemnifying party is obligated\nunder\n\n - 33 - \n\n \n\nthis subsection, the indemnifying party agrees\nthat it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered\ninto more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall\nnot have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. If an indemnifying party\nassumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party or, if\nsuch settlement provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding\nthat have been asserted against the indemnified party in such proceeding by the other parties to such settlement, which release does not\ninclude a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, without\nthe 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, MSMCH, the Underwriters, any of their respective directors\nor officers, or any person controlling the Depositor, MSMCH 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 MSMCH 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 MSMCH, jointly and severally, and the Underwriters, severally, shall contribute\nto the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by the indemnity provided by Section 8\nhereof incurred by the Depositor and the Underwriters, as incurred, (i) in such proportion as is appropriate to reflect the\nrelative benefits received by the Depositor and MSMCH on the one hand and each Underwriter on the other hand from the offering of the\nRegistered Certificates or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in\nsuch proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also\nthe relative fault of the Depositor and MSMCH on the one hand and of each Underwriter on the other hand in connection with the statements\nor omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations\n(taking into account the parties’ relative knowledge and access to information concerning the matter with respect to which the claim\nwas asserted, the opportunity to correct and prevent any statement or omission or failure to comply, and any other equitable considerations\nappropriate under the circumstances). The relative benefits received by the Depositor and MSMCH on the one hand and the Underwriters on\nthe other hand shall be deemed to be in the same respective portions as the net proceeds (before deducting expenses) received by the Depositor\nfrom the sale of the Registered Certificates and the total underwriting discounts and commissions and other fees received by the Underwriters\nin connection therewith bear to the aggregate offering price of the Registered Certificates. The relative fault of the\n\n - 34 - \n\n \n\nDepositor and MSMCH on the one hand and of\neach 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 MSMCH\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 refund the amount so paid to the party which made such payment.\nThe remedies provided for in Section 8 hereof and this Section 9 are not exclusive and shall not limit any rights\nor 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, MSMCH, the Underwriters,\nany of their respective directors or officers, or any person controlling the Depositor, MSMCH 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\n\n - 35 - \n\n \n\nand such failure to purchase shall constitute\na default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally\nand not jointly (in the respective proportions which the portion of the Registered Certificates set forth below their names in Schedule\nI hereto bears to the aggregate amount of Registered Certificates set forth below the names of all the remaining Underwriters) to purchase\nthe Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided that no Underwriter\nshall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under\nthis Agreement, and provided, however, that in the event that the amount of Registered Certificates that the defaulting\nUnderwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Registered Certificates\nset forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation\nto purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do not purchase all of the Registered Certificates,\nthis Agreement will terminate without liability to any non-defaulting Underwriter or the Depositor, except as provided in Section 11\nor Section 14 hereof. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for\nthe Registered Certificates shall be postponed for such period, not exceeding ten (10) business days, as you shall determine in order\nthat the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected.\nNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting\nUnderwriter for 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 MSMCH 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 MSMCH, 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\n12.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 or a State of the United\nStates.\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 or a State of the United States.\n\n - 36 - \n\n \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\n13.Limitation\non the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings.\n\n(a)              \nNotwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section\n12, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement\nthat is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation,\nresolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default\nRight would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. §\n382.4, as applicable.\n\n(b)              \nAfter a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to\nexercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall\nhave the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.\n\n14.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, MSMCH or any other Mortgage Loan Seller whether or not arising\nin the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity\nor crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market\nthe Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities\nof the Depositor or of MSMCH has been suspended or limited by the Commission or the New York\n\n - 37 - \n\n \n\nStock Exchange, or if trading generally on\nthe American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended\nor limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said\nexchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental\nauthority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) 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 14, such termination shall be without liability of\nany party to any other party, except as provided in Section 11 or Section 14(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 14\nor otherwise.\n\n15.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, MSMCH or MS&Co. shall be directed to Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital Holdings\nLLC or Morgan Stanley & Co. LLC, as applicable, 1585 Broadway, New York, New York 10036, Attention: Jane Lam (with a copy to the attention\nof Legal Compliance Division at 1633 Broadway, 29th Floor, New York, New York 10019 and a copy by email to cmbs_notices@morganstanley.com);\nnotice to JPMS shall be directed to it at 270 Park Avenue, 4th floor, New York, NY 10017, Attention: SPG Syndicate, email: ABS_Synd@jpmorgan.com,\nwith a copy to J.P. Morgan Securities LLC, 270 Park Avenue, 4th floor, New York, NY 10017, Attention: SPG Legal, email: US_CMBS_Notice@jpmorgan.com;\nnotice to Wells Fargo Securities shall be directed to it at 30 Hudson Yards, 15th Floor, New York, New York 10001, Attention: A.J.\nSfarra, email: cmbsnotices@wellsfargo.com (with a copy to the attention of Bryan Riddle, Esq., Senior Counsel, Wells Fargo Legal Department,\n401 S Tryon Street, 26th Floor, Charlotte, North Carolina 28202, MAC: D1050-266); notice to BofA Securities shall be directed to it at\nOne Bryant Park, NY1-100-11-07, New York, New York 10036, Attention: Director of CMBS Securitizations (with copies to Paul E. Kurzeja,\nAssociate General Counsel, Bank of America Merrill Lynch Legal Department, 150 North College Street, NC1-028-28-03, Charlotte, North Carolina\n28255, email: Paul.Kurzeja@bofa.com and cmbsnotices@bofa.com; Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 650 South\nTryon Street, 14th Floor, Charlotte, North Carolina 28202, facsimile number: (704) 348-5200); notice to Academy shall be directed to it\nat 622 Third Avenue, 12th Floor, New York, New York 10017, Attention: Michael Boyd, Attention: Michael Boyd; and notice to Drexel shall\nbe directed to it at Drexel Hamilton, LLC, 110 East 42nd Street, New York, New York 10017, Attention: John D. Kerin, Email:\n\n - 38 - \n\n \n\nspg@drexelhamilton.com; or, in any case, such\nother address as may hereafter be furnished by the Underwriters, the Depositor or MSMCH to the other such parties in writing.\n\n16.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\n17.Governing Law.\n\nThis Agreement and any claim,\ncontroversy or dispute arising under or related to or in connection with this 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 York without regard to any conflicts\nof law principles other than Section 5-1401 of the New York General Obligations Law.\n\n18.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\n19.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\n - 39 - \n\n \n\n20.Counterparts.\n\nThis Agreement may be executed\nin any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute\nbut one and the same instrument. This Agreement shall be valid, binding and enforceable against a party when executed and delivered by\nan authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned or photocopied manual\nsignature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act,\nstate enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic signatures law, including any relevant\nprovisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, to the extent applicable.\nEach faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal\neffect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon,\nand shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any\nother party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance\nof doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial\nCode or other Signature Law due to the character or intended character of the writings.\n\n21.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 may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change,\nwaiver, discharge or termination is sought.\n\n22.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\n[*Signature pages follow*]\n\n - 40 - \n\n \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 between the Depositor, MSMCH and the several Underwriters.\n\nVery truly yours,\n\nMORGAN STANLEY CAPITAL I INC.\n\nBy:\n/s/ Jane Lam\n\nName: Jane Lam\n\nTitle: President\n\nBANK 2026-BNK52 – Underwriting Agreement\n\nMORGAN STANLEY MORTGAGE\n\nCAPITAL HOLDINGS LLC\n\nBy:\n/s/ Jared Smith\n\nName: Jared Smith\n\nTitle: Vice President\n\nBANK 2026-BNK52 - Underwriting Agreement\n\nThe foregoing Agreement is\nhereby confirmed and accepted as of the date first above written.\n\nMORGAN STANLEY & CO. LLC\n\nBy:\n/s/ Jane H. Lam\n\nName: Jane H. Lam\n\nTitle: Managing Director\n\nBANK 2026-BNK52 - Underwriting Agreement\n\nJ.P. MORGAN SECURITIES LLC\n\nBy:\n/s/ Randy Goldstein\n\nName: Randy Goldstein\n\nTitle: Executive Director\n\nBANK 2026-BNK52 - Underwriting Agreement\n\nWELLS FARGO SECURITIES, LLC\n\nBy:\n/s/ Tyler Hostetler\n\nName: Tyler Hostetler\n\nTitle: Vice President\n\nBANK 2026-BNK52 - Underwriting Agreement\n\nBOFA SECURITIES, INC.\n\nBy:\n/s/ Leland F. Bunch, III\n\nName: Leland F. Bunch, III\n\nTitle: Managing Director\n\nBANK 2026-BNK52 - Underwriting Agreement\n\nACADEMY SECURITIES, INC.\n\nBy:\n/s/ Michael Boyd\n\nName: Michael Boyd\n\nTitle: Chief Compliance Officer\n\nBANK 2026-BNK52 - Underwriting Agreement\n\nDrexel Hamilton, LLC\n\nBy:\n/s/ Sunny Wong\n\nName: Sunny Wong\n\nTitle: VP of Securitized Products\n\nBANK 2026-BNK52 - Underwriting Agreement\n\nSCHEDULE I\n\nUnderwriting Agreement, dated as of June 12, 2026.\n\n**Certificates:**BANK 2026-BNK52,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-BNK52\n\nClass\nInitial Aggregate Certificate Balance or Notional Amount of Class\nAggregate Certificate Balance or Notional Amount of Class to be Purchased by Morgan Stanley & Co. LLC\nAggregate Certificate Balance or Notional Amount of Class to be Purchased by J.P. Morgan Securities LLC\nAggregate Certificate Balance or Notional Amount of Class to be Purchased by Wells Fargo Securities, LLC\nAggregate Certificate Balance or Notional Amount of Class to be Purchased by BofA Securities, Inc.\nAggregate Certificate Balance, Notional Amount or Percentage Interest of Class to be Purchased by Academy Securities, Inc.\nAggregate Certificate Balance, Notional Amount or Percentage Interest of Class to be Purchased by Drexel Hamilton, LLC\nInitial Pass-Through Rate\nPurchase Price(1)\n\nClass A-1\n$12,080,000\n$6,100,400\n$3,007,920\n$1,908,640\n$1,063,040\n$0\n$0\n4.84500%\n99.9981%\n\nClass A-SB\n$18,255,000\n$9,218,775\n$4,545,495\n$2,884,290\n$1,606,440\n$0\n$0\n5.57800%\n102.9953%\n\nClass A-4\n$169,050,000\n$85,370,250\n$42,093,450\n$26,709,900\n$14,876,400\n$0\n$0\n5.29900%\n100.9980%\n\nClass A-4-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n4.79900%\nN/A\n\nClass A-4-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n4.29900%\nN/A\n\nClass A-4-X1\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n0.50000%\nN/A\n\nClass A-4-X2\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n1.00000%\nN/A\n\nClass A-5\n$299,199,000\n$151,095,495\n$74,500,551\n$47,273,442\n$26,329,512\n$0\n$0\n5.58600%\n102.9980%\n\nClass A-5-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.08600%\nN/A\n\nClass A-5-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n4.58600%\nN/A\n\nClass A-5-X1\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n0.50000%\nN/A\n\nClass A-5-X2\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n1.00000%\nN/A\n\nClass X-A\n$498,584,000(2)\n$251,784,920(2)\n$124,147,416(2)\n$78,776,272(2)\n$43,875,392(2)\n$0(2)\n$0(2)\n0.92097%\n5.5807%\n\nClass X-B\n$146,904,000(2)\n$74,186,520(2)\n$36,579,096(2)\n$23,210,832(2)\n$12,927,552(2)\n$0(2)\n$0(2)\n0.43546%\n2.5258%\n\nClass A-S\n$91,704,000\n$46,310,520\n$22,834,296\n$14,489,232\n$8,069,952\n$0\n$0\n5.83900%\n102.9998%\n\nClass A-S-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.33900%\nN/A\n\nClass A-S-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n4.83900%\nN/A\n\nClass A-S-X1\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n0.50000%\nN/A\n\nClass A-S-X2\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n1.00000%\nN/A\n\nClass B\n$31,161,000\n$15,736,305\n$7,759,089\n$4,923,438\n$2,742,168\n$0\n$0\n6.03900%\n102.9980%\n\nClass B-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.53900%\nN/A\n\nClass B-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.03900%\nN/A\n\nClass B-X1\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n0.50000%\nN/A\n\nClass B-X2\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n1.00000%\nN/A\n\nClass C\n$24,039,000\n$12,139,695\n$5,985,711\n$3,798,162\n$2,115,432\n$0\n$0\n6.29441%\n99.9994%\n\nClass C-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.79441%\nN/A\n\nClass C-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.29441%\nN/A\n\nClass C-X1\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n0.50000%\nN/A\n\nClass C-X2\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n$0(2)\n1.00000%\nN/A\n\n \n\n(1)Expressed as a percentage of the aggregate Certificate Balance or Notional Amount, as applicable, of the relevant Class of Certificates\nto be purchased. There shall be added to the purchase price for each Class of the Certificates accrued interest at the initial Pass-Through\nRate therefor on the aggregate stated amount thereof to be purchased from July 1, 2026 to but not including the Closing Date.\n\n(2)Notional amount.\n\nClosing Date and Location: 10:00 a.m. on July 7, 2026 at the\noffices of special counsel to the Depositor in New York, New York."}