Magritte CMBS NV/SA: 02 December 2023

The Issuer will make payments on the Notes and the Issuer Loan from payments of principal and interest received by the Issuer under loans advanced by the Loan Seller to the Senior Borrowers pursuant to the Senior Facility Agreement. On the Closing Date, the Issuer will acquire a 100% interest in the Senior Loans pursuant to the Loan Sale Documents.

The Senior Loans will be secured by, among other things, a portfolio of seven office buildings located in Brussels and one office building located in the Grand Duchy of Luxembourg. Most of the value in the Portfolio is located in Brussels and in Liege. Approximately 90% of the assets occupied by area are leased to Government tenants (including the European Parliament) with the remaining part being let to corporate tenants including Deloitte, Generali and TPG. The Portfolio is 98% occupied by net lettable area with a WAULB / WAULT(3) of approximately11.3/11.6 years respectively.

EU & UK Risk Retention: Morgan Stanley Principal Funding Inc, as original lender, will retain a material net economic interest of not less than 5% in the securitisation in accordance with (i) Article 6(1) of the EU Securitisation Regulation and (ii) Article 6 of the UK Securitisation Regulation. As at the Closing Date, such interest will comprise not less than 5% of the nominal value of each of the tranches sold or transferred to investors.

US Risk Retention: The transaction will be subject to the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, and Morgan Stanley Principal Funding Inc will act as the "retaining sponsor" to acquire, on the Closing Date, a "single vertical security" that is an "eligible vertical interest" in the Issuer.

Compare/contrast: Elysium (Eclipse 2008-1) BV (redeemed), European Loan Conduit No. 39 (HAUS)