0001539497-19-000550 Sample Contracts

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BANK 2019-BNK17 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-BNK17 UNDERWRITING AGREEMENT As of March 21, 2019
Underwriting Agreement • April 4th, 2019 • Bank 2019-Bnk17 • Asset-backed securities • New York

Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), intends to issue its BANK 2019-BNK17, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK17 (the “Certificates”), in twenty-three (23) classes and interests (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to Morgan Stanley & Co. LLC (“MS&Co.”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with MS&Co., MLPF&S, Wells Fargo Securities and Academy, the “Underwriters” and each, individually, an “Underwriter”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in the aggregate the entir

MORTGAGE LOAN PURCHASE AGREEMENT
Pooling and Servicing Agreement • April 4th, 2019 • Bank 2019-Bnk17 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 21, 2019, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

INTERCREDITOR AGREEMENT Dated as of March 25, 2019 by and between MORGAN STANLEY bank, N.A. (Note A-1 Holder) and MORGAN STANLEY bank, N.A. (Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Note B Holder) Tower 28
Intercreditor Agreement • April 4th, 2019 • Bank 2019-Bnk17 • Asset-backed securities • New York

This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 25, 2019, by and between MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A-1 (in such capacity, together with its successors and assigns, the “Note A-1 Holder”), MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A-2 (in such capacity, together with its successors and assigns, the “Note A-2 Holder”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH”), as holder of Note B (in such capacity, together with its successors and assigns, the “Note B Holder”).

AMENDED AND RESTATED CO-LENDER AGREEMENT
Co-Lender Agreement • April 4th, 2019 • Bank 2019-Bnk17 • Asset-backed securities • New York

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (this “Agreement”), dated as of March 15, 2019, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202 (together with its successors and assigns in interest, in its capacity as owner of Note A-1 (as defined below), the “Note A-1 Holder”), WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202 (together with its successors and assigns in interest, in its capacity as owner of Note A-1 (as defined below), the “Note A-2 Holder”), WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202, (together with its successors and assigns in interest, in its capacity as owner of Note A-3 (as defined below),

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