{"url_path":"/sec/cik-0002140978/8-k/2026-06-30/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2140978/0001539497-26-001894-index.html","accession_number":"0001539497-26-001894","cik":"0002140978","ticker":null,"issuer_name":"BANK5 2026-5YR23","edgar_url":"https://www.sec.gov/Archives/edgar/data/2140978/0001539497-26-001894-index.html","primary_entity_key":"0002140978","primary_entity_name":"BANK5 2026-5YR23"},"word_count":21181,"has_tables":true,"body_markdown":"EX-1.1\n2\nexh1_1.htm\nUNDERWRITING AGREEMENT, DATED AS OF JUNE 26, 2026\n\n**Exhibit 1.1 **\n\n**EXECUTION VERSION**\n\nBANK5 2026-5YR23\n\nCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,\n\nSERIES 2026-5YR23\n\nUNDERWRITING AGREEMENT\n\nAs of June 26, 2026\n\nMORGAN STANLEY & CO. LLC\n\n1585 Broadway\n\nNew York, New York 10036\n\nWELLS FARGO SECURITIES, LLC\n\n30 Hudson Yards, 15th Floor\n\nNew York, New York 10001\n\n \n\nJ.P. Morgan Securities LLC\n\n270 Park Avenue, 4th floor\n\nNew York, NY 10017\n\n \n\nBOFA SECURITIES, INC.\n\nOne Bryant Park\n\nNew York, New York 10036\n\nAcademy Securities, Inc.\n\n622 Third Avenue, 12th Floor\n\nNew York, New York 10017\n\n \n\nSiebert Williams Shank & Co.,\nLLC\n\n100 Wall Street, 18th Floor\n\nNew York, New York 10005\n\nLadies and Gentlemen:\n\nMorgan Stanley Capital I\nInc., a Delaware corporation (the “Depositor”), intends to issue its BANK5 2026-5YR23, Commercial Mortgage Pass-Through\nCertificates, Series 2026-5YR23 (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.”), Wells Fargo Securities, LLC\n(“Wells Fargo Securities”), J.P. Morgan Securities LLC (“JPMS”), BofA Securities, Inc. (“BofA\nSecurities”), Academy Securities, Inc. (“Academy”) and Siebert Williams Shank & Co., LLC (“Siebert\nWilliams” and, collectively with MS&Co., Wells Fargo Securities, JPMS, BofA Securities and Academy, the “Underwriters”\nand each, individually, an “Underwriter”) the Certificates set forth in Schedule I hereto (the “Registered\nCertificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates\nand the VRR Interest represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”)\nprimarily consisting of a\n\nsegregated pool (the “Mortgage Pool”)\nof thirty-three (33) fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance\nof $1,174,288,991 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in commercial, multifamily\nand/or manufactured housing community properties (the “Mortgaged Properties”). The Certificates and the VRR Interest\nwill be issued on or about July 14, 2026 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling\nand Servicing Agreement”), dated as of July 1, 2026, among the Depositor, as depositor, Midland Loan Services, a Division of\nPNC Bank, National Association, as master servicer (the “Master Servicer”), Torchlight Loan Services, LLC, as special\nservicer (the “Special Servicer”), Computershare Trust Company, National Association, as certificate administrator\n(the “Certificate Administrator”), and as trustee (the “Trustee”), and BellOak, LLC, as operating\nadvisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset\nRepresentations Reviewer”). Trimont LLC (the “Primary Servicer”) will act as primary servicer and perform\nservicing duties of the Master Servicer with respect to certain mortgage loans to be sold to the Depositor by Wells Fargo Bank, National\nAssociation (“Wells Fargo Bank”), pursuant to a primary servicing agreement to be entered into with the Master Servicer.\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 Wells Fargo Bank on the Closing Date pursuant to a Mortgage Loan Purchase Agreement\n(the “Wells Fargo Bank Mortgage Loan Purchase Agreement”), dated and effective as of the date hereof, between Wells\nFargo Bank and the Depositor, (iii) from JPMorgan Chase Bank, National Association (“JPMCB”) on the Closing Date pursuant\nto a Mortgage Loan Purchase Agreement (the “JPMCB Mortgage Loan Purchase Agreement”), dated and effective as of the\ndate hereof, between JPMCB and the Depositor, and (iv) from Bank of America, National Association (“BANA” and, collectively\nwith MSMCH, Wells Fargo Bank and JPMCB, the “Mortgage Loan Sellers”) on the Closing Date pursuant to a Mortgage Loan\nPurchase Agreement (the “BANA Mortgage Loan Purchase Agreement” and, collectively with the MSMCH Mortgage Loan Purchase\nAgreement, the Wells Fargo Bank Mortgage Loan Purchase Agreement and the JPMCB Mortgage Loan Purchase Agreement, the “Mortgage\nLoan Purchase Agreements”), dated 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\nThe Certificates not being\nsold pursuant to this Agreement (the “Offered Non-Registered Certificates”) will be sold by the Depositor to MS&Co.,\nWells Fargo Securities, JPMS, BofA Securities, Academy and Siebert Williams (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\n\n- 2 -\n\n(the “1933 Act”). The VRR\nInterest will not be registered under the 1933 Act and will be acquired by Morgan Stanley Bank, N.A. (“Morgan Stanley Bank”),\nWells Fargo Bank and BANA 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 Servicer, the Special Servicer, the Primary Servicer,\nthe Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer (each, a “Service Provider”)\nwill enter into an indemnification agreement, dated as of the date hereof (each, a “Service Provider Indemnification Agreement”\nand, together with the Mortgage Loan Seller Indemnification Agreements, the “Indemnification Agreements”), among such\nService Provider, the Depositor and the Dealers.\n\nCapitalized terms used but\nnot otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.\n\n1.Representations and Warranties.\n\n(a)              \nThe Depositor represents and warrants to, and agrees with, each Underwriter that:\n\n(i)                                   The\nDepositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-282944)\non Form SF-3 for the registration of Commercial Mortgage Pass-Through Certificates, issuable in series, including the Registered\nCertificates, under the 1933 Act, which registration statement has become effective and a copy of which, as amended to the date hereof,\nhas heretofore been delivered to you. The Depositor meets the requirements for use of Form SF-3 under the 1933 Act, and such registration\nstatement, as amended at the date hereof, meets the requirements set forth in Rule 415(a)(1) under the 1933 Act and complies in\nall other material respects with the 1933 Act and the rules and regulations thereunder. The Depositor also has prepared and filed with\nthe Commission a preliminary prospectus dated June 22, 2026 (the “Preliminary Prospectus”), specifically relating\nto the Registered Certificates, in accordance with Rule 424(h) and Rule 430D under the 1933 Act. The Depositor also has filed with, or\nproposes to file with, the Commission pursuant to Rule 424(b) under the 1933 Act a prospectus specifically relating to the Registered\nCertificates (the “Prospectus”). Such registration statement, as amended at the time when it became effective, or,\nif a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness,\nincluding all exhibits thereto (and any information that is contained in the Preliminary Prospectus or\n\n- 3 -\n\nthe Prospectus and is deemed to be a part of and included\nin such registration statement), is referred to herein as the “Registration Statement.” Any reference in this Agreement\nto the Registration Statement used in connection with the offering of the Registered Certificates, the Preliminary Prospectus or the Prospectus\nshall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 10(d)\nof Form SF-3 under the 1933 Act, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or the\nProspectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect\nto the Registration Statement, the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include any documents filed\nafter the date the Registration Statement became effective, or the date of the Preliminary Prospectus or the Prospectus, as the case may\nbe, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the\n“1934 Act”) that are deemed to be incorporated by reference therein. “Master Tapes” shall mean the\nrespective compilations of information and data regarding the Mortgage Loans covered by the two Independent Accountants’ Reports\non Applying Agreed-Upon Procedures, each to be dated on or about the business day immediately preceding the Closing Date, rendered by\na third party accounting firm described in Section 6(i) of this Agreement.\n\n(ii)                                As\nof the date hereof, as of the date the Registration Statement became effective or was deemed effective pursuant to Rule 430D under the\n1933 Act, as of the Time of Sale (including any subsequent Time of Sale), as of the date of the Preliminary Prospectus, as of the date\nthe Prospectus is first filed pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to the Closing Date, any amendment\nto the Registration Statement becomes effective, as of the date on which any supplement to the Prospectus is filed with the Commission,\nand as of the Closing Date (each such date or time, an “Effective Time”), (A) the Registration Statement, as amended\nas of any such time, the Preliminary Prospectus, as amended or supplemented as of any such time, and the Prospectus, as amended or supplemented\nas of any such time, complied, complies and will comply in all material respects with the applicable requirements of the 1933 Act and\nthe rules and regulations thereunder, (B) the conditions to the use by the Depositor of a registration statement on Form SF-3 under the\n1933 Act, as set forth in the General Instructions to Form SF-3, have been satisfied or will be satisfied with respect to the Registration\nStatement and the Prospectus, (C) the Registration Statement, as amended as of any such time, does not include and will not include any\nuntrue statement of a material fact and does not omit and will not omit to state any material fact required to be stated therein or necessary\nin order to make the statements therein not misleading, (D) the Preliminary Prospectus, as amended or supplemented as of any such time,\ndoes not include and will not include any untrue statement of a material fact and does not omit and will not omit to state any material\nfact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which\nthey were made, not misleading, and (E) the Prospectus, as amended or supplemented as of any such time, does not include and will not\ninclude any untrue statement of a material fact and does not omit and will not omit to state any 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;\nprovided that the Depositor makes no representations or warranties as to (x) statements contained in or omitted from the\n\n- 4 -\n\nRegistration Statement, the Preliminary\nProspectus or the Prospectus or the information contained in any revision or amendment of or supplement to the Preliminary Prospectus\nor the Prospectus thereto made in reliance upon and in conformity with information furnished in writing to the Depositor by or on behalf\nof any Underwriter specifically for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (such information\nbeing identified in Section 8(b) hereof), (y) the Mortgage Loan Seller Covered Information (as defined in Section 8(a)(i) hereof), or\n(z) any information with respect to which any of the Master Servicer (the “Master Servicer Covered Information”), the\nSpecial Servicer (the “Special Servicer Covered Information”), the Primary Servicer (the “Primary Servicer\nCovered Information”), the Certificate Administrator (the “Certificate Administrator Covered Information”),\nthe Trustee (the “Trustee Covered Information”), the Operating Advisor (the “Operating Advisor Covered Information”)\nor the Asset Representations Reviewer (the “Asset Representations Reviewer Covered Information”) agrees in the related\nService Provider Indemnification Agreement to provide indemnification.\n\n(iii)                             The\nDepositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware\nwith corporate power and authority to own, lease or operate its properties and to conduct its business as described in the Prospectus\nas now conducted by it and to enter into and perform its obligations under this Agreement, the Mortgage Loan Purchase Agreements and\nthe Pooling and Servicing Agreement; and the Depositor is duly qualified as a foreign corporation to transact business and is in good\nstanding in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the\nconduct of business.\n\n(iv)                            As\nof each Effective Time, there has not and will not have been (x) any request by the Commission for any further amendment to the\nRegistration Statement or the Prospectus or for any additional information, (y) any issuance by the Commission of any stop order\nsuspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose or (z) any\nnotification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or any initiation\nor threat of any proceeding for such purpose.\n\n(v)                               Each\nof this Agreement and the Mortgage Loan Purchase Agreements has been, and as of the Closing Date the Pooling and Servicing Agreement\nwill be, duly authorized, executed and delivered by the Depositor and each of this Agreement and the Mortgage Loan Purchase Agreements\nconstitutes, and, as of the Closing Date, the Pooling and Servicing Agreement will constitute, a legal, valid and binding agreement of\nthe Depositor, enforceable against the Depositor in accordance with its respective terms, except as enforceability may be limited by\n(x) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights\nof creditors generally, (y) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and\n(z) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the\nenforceability of the provisions of this Agreement, the Pooling\n\n- 5 -\n\nand Servicing Agreement or any Mortgage\nLoan Purchase Agreement that purport to provide indemnification from securities law liabilities.\n\n(vi)                           As\nof the Closing Date, the Registered Certificates, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements will\nconform in all material respects to the respective descriptions thereof contained in each of (A) the Prospectus, (B) the Preliminary\nProspectus and (C) any Issuer Information (as may have been revised and corrected if such revised or corrected information was delivered\na reasonable time prior to the Time of Sale) delivered to any Underwriter for inclusion in an Underwriter Free Writing Prospectus. As\nof the Closing Date, the Registered Certificates will be duly and validly authorized and, when delivered in accordance with the Pooling\nand Servicing Agreement to you against payment therefor as provided herein, will be duly and validly issued and outstanding and entitled\nto the benefits of the Pooling and Servicing Agreement.\n\n(vii)                         The\nDepositor is not in violation of its certificate of incorporation or by-laws or in default under any agreement, indenture or instrument\nthe effect of which violation or default would be material to the Depositor or which violation or default would have a material adverse\neffect 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)                     Neither\nthe issuance and sale of the Registered Certificates, nor the execution and delivery by the Depositor of this Agreement or any Mortgage\nLoan Purchase Agreement nor the consummation by the Depositor of any of the transactions herein or therein contemplated, nor compliance\nby the Depositor with the provisions hereof or thereof, did, does or will, except as contemplated by the Pooling and Servicing Agreement,\nresult in the creation or imposition of any lien, charge or encumbrance upon any of the Depositor’s property or assets pursuant\nto the terms of any indenture, mortgage, deed of trust or other agreement or instrument to which the Depositor is a party, by which it\nor any property or asset is bound or to which any of the property or assets of the Depositor is subject.\n\n(ix)                            There is no action, suit or proceeding against the Depositor pending, or, to the knowledge of the Depositor, threatened, before\nany court, arbitrator, administrative agency or other tribunal, (v) that, if determined adversely to the Depositor,\n\n- 6 -\n\nwould have a material adverse effect\non the business or financial condition of the Depositor, (w) asserting the invalidity of this Agreement, the Pooling and Servicing Agreement,\nany Mortgage Loan Purchase Agreement or the Registered Certificates, (x) seeking to prevent the issuance of the Registered Certificates\nor the consummation of any of the transactions contemplated by the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements\nor this Agreement, (y) that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity\nor enforceability of, this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase Agreement or the Registered Certificates\nor (z) seeking to affect adversely the federal income tax attributes of the Registered Certificates as described in the Preliminary Prospectus\nor the Prospectus.\n\n(x)                                 The\nDepositor will, at the Closing Date (and to the extent that title and ownership of any such Mortgage Loan was transferred to the Depositor\nby the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement), own the Mortgage Loans, free and clear\nof any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance.\n\n(xi)                              At\nthe Closing Date, the Depositor will have full power and authority to sell and deliver the Mortgage Loans to the Trustee under the Pooling\nand Servicing Agreement and, at the Closing Date, will have duly authorized such assignment and delivery to the Trustee by all necessary\naction.\n\n(xii)                           There\nare no contracts, indentures or other documents of a character required by the 1933 Act or by the rules and regulations thereunder to\nbe described or referred to in the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to\nthe Registration Statement which have not been so described or referred to therein or so filed or incorporated by reference as exhibits\nthereto.\n\n(xiii)                        No\nauthorization, approval or consent of any court or governmental authority or agency is necessary in connection with (i) the offering\nor sale of the Registered Certificates pursuant to this Agreement, except such as have been, or as of the Closing Date will have been,\nobtained or such as may otherwise be required under applicable state securities laws in connection with the purchase and offer and sale\nof the Registered Certificates by the Underwriters and any recordation of the respective assignments of the Mortgage Loans to the Trustee\npursuant to the Pooling and Servicing Agreement that have not been completed or (ii) the consummation by the Depositor of the other transactions\ncontemplated by this Agreement, the Pooling and Servicing Agreement or the Mortgage Loan Purchase Agreements.\n\n(xiv)                       The\nDepositor possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory\nagencies or bodies necessary to conduct the business now operated by it, and the Depositor has not received any notice of proceedings\nrelating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if\nthe subject of any unfavorable decision, ruling or finding, would materially\n\n- 7 -\n\nand adversely affect the condition, financial\nor otherwise, or the earnings, business affairs or business prospects of the Depositor.\n\n(xv)                          Any\ntaxes, fees and other governmental charges in connection with the execution and delivery of this Agreement, the Pooling and Servicing\nAgreement and the Mortgage Loan Purchase Agreements and the delivery and sale of the Registered Certificates (other than such federal,\nstate and local taxes as may be payable on the income or gain recognized therefrom) have been or will be paid at or prior to the Closing\nDate.\n\n(xvi)                       Neither\nthe Depositor nor the Trust Fund is, and neither the sale of the Registered Certificates in the manner contemplated by the Prospectus\nnor the activities of the Trust Fund pursuant to the Pooling and Servicing Agreement will cause the Depositor or the Trust Fund to be,\nsubject to registration or regulation as an “investment company” or under the control of an “investment company”\nas such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust\nFund will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company\nAct contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act as a basis for it not registering\nunder the Investment Company Act, although there may be additional exclusions or exemptions available to the Trust Fund. The Trust Fund\nwas structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619\nof the Dodd-Frank Wall Street Reform and Consumer Protection Act.\n\n(xvii)                    Under\ngenerally accepted accounting principles and for federal income tax purposes, the Depositor will report the transfer of the Mortgage\nLoans to the Trustee in exchange for the Certificates and the VRR Interest and will report the sale of the Registered Certificates to\nthe Underwriters pursuant to this Agreement as a sale of the interests in the Mortgage Loans evidenced by the Registered Certificates.\nThe consideration received by the Depositor upon the sale of the Registered Certificates to the Underwriters will constitute reasonably\nequivalent value and fair consideration for the Registered Certificates. The Depositor will be solvent at all relevant times prior to,\nand will not be rendered insolvent by, the sale of the Registered Certificates to the Underwriters. In addition, the Depositor was solvent\nat all relevant times prior to, and will not be rendered insolvent by, the transfer of the Mortgage Loans to the Trustee on behalf of\nthe Trust Fund. The Depositor is not selling the Registered Certificates to the Underwriters and is not transferring the Mortgage Loans\nto 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(xviii)                 The\nDepositor acknowledges and agrees that: (i) the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty\nto the Depositor with respect to the offering of the Registered Certificates contemplated hereby (including in connection with determining\nthe terms of the offering) and not as a financial or other advisor or a fiduciary to, or an agent of, the Depositor or any other person\nirrespective of whether any Underwriter has advised or is advising the Depositor on other\n\n- 8 -\n\nmatters; (ii) no Underwriter is advising\nthe Depositor as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (iii) the Depositor has consulted,\nto the extent it deems necessary, its own advisors concerning such matters and shall be responsible for making its own independent investigation\nand appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor\nwith respect thereto; (iv) any review by the Underwriters of the Depositor, the transactions contemplated hereby or other matters relating\nto such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor; and (v)\nthe Underwriters’ obligations to the Depositor in respect of the offering, purchase and sale of the Registered Certificates are\nset forth in this Agreement in their entirety.\n\n(xix)                        At\nthe Closing Date, the respective Classes of Registered Certificates listed on Schedule I hereto shall have been assigned\nratings no lower than those set forth in the Time of Sale Information by the nationally recognized statistical rating organizations retained\nto provide such ratings (the “Rating Agencies”), and such ratings shall not have been placed on negative credit watch\nor negative review by such Rating Agency.\n\n(xx)                            The\nDepositor is not, and on the date on which the initial bona fide offer of the Registered Certificates is made will not be, an\n“ineligible issuer,” as defined in Rule 405 under the 1933 Act.\n\n(xxi)                         At or prior to the time when sales to investors of the Registered Certificates were first made as determined in accordance with\nRule 159 of the 1933 Act (the “Time of Sale”), which was approximately (a) 2:00 p.m. (New York time) on June\n26, 2026 with respect to the Registered Certificates (other than the Class X-A and Class X-B Certificates) and (b) 2:00 p.m. (New York\ntime) on June 29, 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 22, 2026, designated as\na Structural 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\nmisleading and the applicable Underwriters have terminated their old purchase contracts and entered into new purchase contracts with\ninvestors in the Registered Certificates, then “Time of Sale Information” will refer to the information available\nto investors at the time of entry into such new purchase contracts, including any information that corrects such material misstatements\nor omissions (“Corrective Information”).\n\n(xxii)                     At 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- 9 -\n\n(xxiii)                  The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a\nmaterial fact or 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\nUnderwriter Information (as defined below) in such Time of Sale Information, (y) any Mortgage Loan Seller Covered Information\nin such Time of Sale Information or (z) any Master Servicer Covered Information, Special Servicer Covered Information, Primary\nServicer Covered Information, Certificate Administrator Covered Information, Trustee Covered Information, Operating Advisor Covered Information\nor Asset Representations Reviewer Covered Information.\n\n(xxiv)                  To 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)                     The\nDepositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared,\nauthorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication”\n(as defined in Rule 405 under the 1933 Act) that constitutes an offer to sell or solicitation of an offer to buy the Registered\nCertificates other than (A)  any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act\nor Rule 134 under the 1933 Act, (B) the Preliminary Prospectus or any supplement to the Preliminary Prospectus that may be required\nto be filed with the Commission under Rule 424(h)(2) under the 1933 Act, (C) the Prospectus, (D) the Term Sheet and (E) each other written\ncommunication approved in writing in advance by MS&Co. (each such communication referred to in clause (D) and this clause (E)\nconstituting an “issuer free writing prospectus” (as defined in Rule 433(h) under the 1933 Act) being referred to as an “Issuer\nFree Writing Prospectus”). Each such Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply,\nin all material respects with the 1933 Act and the rules and regulations promulgated thereunder, has been filed or will be filed in accordance\nwith Section 4(b)(v) (to the extent required thereby) and, did not at the Time of Sale, and at the Closing Date will not,\ncontain any untrue statements of a material fact or, (when read in conjunction with the other Time of Sale Information) omit to state\na material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not\nmisleading; provided that the Depositor makes no representation and warranty with respect to (x) any statements or omissions\nmade in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by any Underwriter\nexpressly for use in any Issuer Free Writing Prospectus, (y) any Mortgage Loan Seller Covered Information in any Issuer Free Writing\nProspectus or (z) any Master Servicer Covered Information, Special Servicer Covered Information, Primary Servicer Covered Information,\nCertificate Administrator Covered Information, Trustee Covered Information, Operating Advisor Covered Information or Asset Representations\nReviewer Covered Information in any Issuer Free Writing Prospectus.\n\n- 10 -\n\n(xxvi)                  The\nDepositor has executed and delivered a written representation (the “17g-5 Representation”) to each Rating Agency that\nit will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the 1934 Act, and the Depositor\nhas complied, and hereafter will comply, with each such representation, other than any breach of the 17g-5 Representation (y) that\nwould not have a material adverse effect on the Certificates or the VRR Interest or (z) arising from a breach by any of the Underwriters\nof the representation, warranty and agreement set forth in Section 4(b)(xvi).\n\n(xxvii)               The\nDepositor has not obtained (and, through and including the Closing Date, will not obtain without the consent of the Underwriters) any\nthird party due diligence report contemplated by Rule 15Ga-2 under the 1934 Act (“Due Diligence Report”) in connection\nwith the transactions contemplated by this Agreement and the Prospectus other than the agreed-upon procedures reports, each dated June\n17, 2026 (the “Accountants’ Due Diligence Reports”) obtained from the accounting firms engaged to perform procedures\ninvolving a comparison of information in the loan files for the Mortgage Loans to information on a data tape relating to the Mortgage\nLoans (the “Accountants”), copies of which have been furnished to each of the Underwriters, at the request of the\nDepositor; and, except for the Accountants with respect to the Accountants’ Due Diligence Reports, the Depositor has not employed\n(and, through and including the Closing Date, will not employ without the consent of the Underwriters) any third party to engage in any\nactivity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the 1934 Act (“Due Diligence\nServices”) in connection with the transactions contemplated by this Agreement and the Prospectus. The Accountants have consented\nto 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 certification on Form ABS Due Diligence-15E (each, a “Form 15E”) received by the Depositor from\nthe Accountants in connection with the Due Diligence Services provided by the Accountants was promptly posted, after receipt, as required\nby Rule 17g-5 under the 1934 Act on the Rule 17g-5 website established by or on behalf of the Depositor, and the Depositor has not received\nany other Form 15E from any party.\n\n(xxix)                   The\nDepositor (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) each containing the findings and\nconclusions of the Accountants’ Due Diligence Reports and meeting all other requirements of such Form 15G, Rule 15Ga-2, any other\nrules and regulations of the Commission and the 1934 Act; (B) provided a copy of the final draft of each such Form 15G to each of the\nUnderwriters at least six (6) business days before the date of first sale of any Registered Certificates; and (C) furnished each such\nForm 15G to the Commission on EDGAR at least five (5) business days before the date of first sale of any Registered Certificates as required\nby 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\n\n- 11 -\n\nidentifiable or other information that\nwould be associated with an individual, including without limitation any “nonpublic personal information” within the meaning\nof 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 Agreement has been duly and validly authorized, executed and delivered by MSMCH and, assuming due authorization, execution\nand delivery hereof by the Depositor and the Underwriters, constitutes a legal, valid and binding obligation of MSMCH, enforceable against\nMSMCH in accordance 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(v)                               MSMCH is not a party to or bound by any agreement or instrument or subject to any articles of organization, operating agreement\nor any other limited liability company restriction or any judgment, order, writ, injunction, decree, law or regulation that would materially\nand adversely affect the ability of MSMCH to perform its obligations under this Agreement or that requires the consent of any third person\nto the execution of this Agreement or the performance by MSMCH of its obligations under this Agreement (except to the extent such consent\nhas been obtained).\n\n- 12 -\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 of 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(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,\n\n- 13 -\n\nLithuania, 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)             \nIt has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation\nor inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the\nissue or sale of any Registered Certificates in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity\nor the Depositor.\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 BANK5 2026-5YR23 securitization trust.\n\n- 14 -\n\n(iv)                            It has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Registered Certificates\nin Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including\nany corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in\nJapan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and\notherwise in compliance with, the Financial Instruments and Exchange Law of Japan, as amended, and other relevant laws, regulations and\nministerial guidelines of Japan.\n\n(v)                               It\n(A) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Registered Certificates (except for\nRegistered Certificates which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) (the\n“SFO”) of Hong Kong) other than (a) to “professional investors” as defined in the SFO and any rules or\nregulations made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as\ndefined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (the “C(WUMP)O”) of Hong Kong\nor which do not constitute an offer to the public within the meaning of the C(WUMP)O; and (B) has not issued or had in its possession\nfor the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere,\nany advertisement, invitation or document relating to the Registered Certificates, which is directed at, or the contents of which are\nlikely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other\nthan with respect to Registered Certificates which are or are intended to be disposed of only to persons outside Hong Kong or only to\n“professional investors” as defined in the SFO and any rules made under the SFO.\n\n(vi)                            It\nhas not offered, sold or delivered and will not offer, sell or deliver the Registered Certificates, directly or indirectly, or to any\nperson for re-offering or re-sale, directly or indirectly, in the Republic of Korea or to any resident of the Republic of Korea, except\nas otherwise permitted under applicable laws and regulations of the Republic of Korea, including the Financial Investment Services and\nCapital Markets Act and the Foreign Exchange Transactions Law and the decrees and regulations thereunder.\n\n(vii)                         It\nhas not offered or sold any Registered Certificates or caused such certificates to be made the subject of an invitation for subscription\nor purchase and will not offer or sell such Registered Certificates or cause such Registered Certificate to be made the subject of an\ninvitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Preliminary\nProspectus, the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or\npurchase, of the Registered Certificates, whether directly or indirectly, to persons in Singapore other than to an “institutional\ninvestor” (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- 15 -\n\n(viii)                      Except\nfor the Accountants’ Due Diligence Reports, such Underwriter has not obtained (and, through and including the Closing Date, will\nnot obtain without the consent of the Depositor) any Due Diligence Report in connection with the offering contemplated hereby and the\nProspectus. Except for the Accountants with respect to the Accountants’ Due Diligence Reports, such Underwriter has not employed\n(and, through and including the Closing Date, will not employ without the consent of the Depositor) any third party to engage in any\nactivity that constitutes Due Diligence Services, and has not received a Form 15E from any party, in connection with the transactions\ncontemplated by this Agreement and the Prospectus.\n\n2.Purchase and Sale.\n\n(a)              \nSubject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Depositor\nagrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, at the applicable\npurchase prices set forth in Schedule I hereto, the respective certificate balances and notional amounts of the Registered\nCertificates set forth beneath the name of each Underwriter set forth in Schedule I, and any additional portions of the Registered\nCertificates that any such Underwriter may be obligated to purchase pursuant to Section 10 hereof, in all cases plus accrued\ninterest as set forth in Schedule I.\n\n(b)              \nEach Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract\nfor the sale of any Registered Certificates (i) less than three (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 agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities\nof DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global\nCertificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant\nto a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC,\nthe Registered Certificates shall be in fully registered\n\n- 16 -\n\ncertificated form, in such denominations and\nregistered 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 other written communication approved by the Depositor in advance. Without the prior written consent\nof the Depositor, such Underwriter shall not convey or deliver in connection with the initial offering of the Registered Certificates\nany ABS Informational and Computational Material in reliance upon Rules 167 and 426 under the 1933 Act. “ABS Informational and\nComputational Material” shall mean “ABS informational and computational material,” as defined in Item 1101(a) of\nRegulation AB under the 1933\n\n- 17 -\n\nAct and “Regulation AB”\nshall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may\nbe amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff\nof the Commission, or as may be provided by the Commission or its staff from time to time, in each case as in effect on the date hereof\nand for which compliance is 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, Primary Servicer Covered Information, Operating\nAdvisor Covered Information, Trustee Covered Information, Certificate Administrator Covered Information or Asset Representations Reviewer\nCovered Information, which information was not corrected by Corrective Information subsequently supplied by the Depositor, any other\nparty to the Pooling and Servicing Agreement or any Mortgage Loan Seller to such Underwriter at any time prior to the Time of Sale.\n\n(v)                               The Depositor agrees to file with the Commission the following:\n\n(A)            \nAny Issuer Free Writing Prospectus to the extent required to be filed with the Commission by Rule 433 under the 1933\nAct;\n\n- 18 -\n\n(B)             \nAny Free Writing Prospectus or portion thereof delivered by any Underwriter to the Depositor pursuant to Section 4(b)(ii);\n\n(C)             \nAny Free Writing Prospectus for which the Depositor or any person acting on its behalf provided, authorized or approved\ninformation that is prepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant\nthat is in the business of publishing, radio or television broadcasting or otherwise disseminating communications; and\n\n(D)            \nAny ABS Informational and Computational Material that is not being treated as a Free Writing Prospectus.\n\n(vi)                           Any\nFree Writing Prospectus required to be filed pursuant to Section 4(b)(v) by the Depositor shall be filed with the Commission\nnot later than the date of first use of such Free Writing Prospectus, except that:\n\n(A)            \nAny Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms\nof the Registered Certificates shall be filed by the Depositor with the Commission within two days of the later of the date such final\nterms have been established for all Classes of Registered Certificates and the date of first use;\n\n(B)             \nAny Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational\nMaterial shall be filed by the Depositor with the Commission not later than the later of the due date for filing the final Prospectus\nrelating to the Registered Certificates pursuant to Rule 424(b) under the 1933 Act and two (2) business days after the date of first\nuse of such Free Writing Prospectus;\n\n(C)             \nAny Free Writing Prospectus required to be filed pursuant to Section 4(b)(v)(C) shall, if no payment has been\nmade or consideration has been given by or on behalf of the Depositor for the Free Writing Prospectus or its dissemination, be filed by\nthe Depositor with the Commission not later than four (4) business days after the Depositor becomes aware of the publication, radio or\ntelevision broadcast or other dissemination of the Free Writing Prospectus; and\n\n(D)            \nThe Depositor shall not be required to file (1) Issuer Information contained in any Free Writing Prospectus prepared\nby or on behalf of an Underwriter (an “Underwriter Free Writing Prospectus”) or by or on behalf of any other offering\nparticipant other than the Depositor, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus\npreviously filed with the Commission that relates to the offering of the Registered Certificates, or (2) any Free Writing Prospectus\nor portion thereof that contains a description of the Registered Certificates or the offering of the Registered Certificates which does\nnot reflect the final terms thereof.\n\n(vii)                         Such\nUnderwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by it and distributed by or on behalf\nof such\n\n- 19 -\n\nUnderwriter in a manner reasonably designed\nto lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus.\n\n(viii)                      Notwithstanding\nthe provisions of Section 4(b)(vii), such Underwriter shall file with the Commission any Free Writing Prospectus for which\nsuch Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated\nby a person unaffiliated with the Depositor or any other offering participant that is in the business of publishing, radio or television\nbroadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf\nof the Depositor or any other offering participant, not later than four (4) business days after such Underwriter becomes aware of the\npublication, radio or television broadcast or other dissemination of the Free Writing Prospectus.\n\n(ix)                             Notwithstanding\nthe provisions of Sections 4(b)(v) and 4(b)(vii), neither the Depositor nor such Underwriter shall be required to\nfile any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously\nfiled with the Commission.\n\n(x)                                The\nDepositor and such Underwriter each agree that any Free Writing Prospectuses prepared by it shall contain the following legend:\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)                              The\nDepositor and such Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed\npursuant to this Section 4 for a period of three years following the initial bona fide offering of the Registered\nCertificates.\n\n(xii)                           In\nthe event that the Depositor becomes aware that, as of the Time of Sale, the Preliminary Prospectus contained any untrue statement of\na material fact or omitted to state a material fact necessary to make the statements contained therein, in the light of the circumstances\nunder which they were made, not misleading, the Depositor shall (A) notify the Underwriters thereof within one (1) business day after\ndiscovery, (B) prepare and deliver to the Underwriters a supplement to the Preliminary Prospectus that corrects the material misstatement\nor omission in the Preliminary Prospectus and that meets the requirements of Rule 424(h)(2) under the 1933 Act (such supplement, a\n\n- 20 -\n\n“Corrected Supplement”)\nand (C) file such Corrected Supplement with the Commission in accordance with Rule 424(h) under the 1933 Act. Upon receipt of such notice\nfrom the Depositor, the Underwriters shall:\n\n(A)            \nNotify each investor in the Registered Certificates in a prompt fashion that any prior contract of sale with such investor\nhas been terminated, and of such investor’s rights as a result of termination of such agreement;\n\n(B)             \nUpon receipt of a copy of such Corrected Supplement from the Depositor, deliver, at least 48 hours prior to sending a new\nconfirmation of sale to an investor in the Registered Certificates in accordance with Rule 15c2-8(b) under the 1934 Act, such Corrected\nSupplement to such investor;\n\n(C)             \nProvide such investor with an opportunity to enter into a new contract of sale on the terms described in the Time of Sale\nInformation (as updated by such Corrected Supplement); and\n\n(D)            \nComply with any other requirements for reformation of the original contract of sale, as described in Section IV.A.2.c of\nthe Commission’s Securities Offering Reform Release No. 33-8591.\n\n(xiii)                     If\nthe Depositor becomes aware that, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material\nfact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances\nunder which they were made, not misleading (a “Defective Issuer Free Writing Prospectus”), the Depositor shall immediately\nnotify the Underwriters thereof and the Depositor shall, if requested by the Underwriters, prepare and deliver to the Underwriters a\nFree Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected\nIssuer Free Writing Prospectus, a “Corrected Issuer Free Writing Prospectus”).\n\n(A)            \nIf an Underwriter becomes aware that, with respect to any investor in a Registered Certificate, as of the Time of Sale,\nany Issuer Information contained in any Underwriter Free Writing Prospectus and delivered to such investor was not correctly reflected\nin such Underwriter Free Writing Prospectus such that it caused the Underwriter Free Writing Prospectus to contain any untrue statement\nof a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances\nunder which they were made, not misleading (such Free Writing Prospectus, together with a Defective Issuer Free Writing Prospectus, a\n“Defective Free Writing Prospectus”), such Underwriter shall notify the Depositor and each other Underwriter thereof\nwithin 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\n\n- 21 -\n\nProspectus that corrects the material misstatement\nin or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, together with a Corrected Issuer Free\nWriting Prospectus, a “Corrected Free Writing Prospectus”);\n\n(2)              \ndeliver the Corrected Free Writing Prospectus to each investor in a Registered Certificate which received the Defective\nFree Writing Prospectus prior to entering into an agreement to purchase any Registered Certificates;\n\n(3)              \nif after the Time of Sale, notify such investor in a prominent fashion that the prior agreement to purchase Certificates\nhas been terminated, and of the investor’s rights as a result of termination of such agreement;\n\n(4)              \nif after the Time of Sale, provide such investor with an opportunity to affirmatively agree to purchase the Registered Certificates\non the terms described in the Corrected Free Writing Prospectus; and\n\n(5)              \ncomply with any other requirements for reformation of the original contract of sale described in Section IV.A.2.c of the\nCommission’s Securities Offering Reform Release No. 33-8591.\n\n(C)             \nWith respect to this clause (xiii), each Underwriter agrees that if the Depositor requests that an Underwriter\nprepare a Corrected Free Writing Prospectus with respect to a Defective Free Writing Prospectus that another Underwriter prepared, such\nother Underwriter will prepare the Corrected Free Writing Prospectus and will deliver the Corrected Free Writing Prospectus to the Depositor\nand each Underwriter so that each Underwriter may contact its respective investors.\n\n(D)            \nTo the extent any Defective Free Writing Prospectus was defective as a result of incorrect Issuer Information being delivered\nto an Underwriter, the Depositor shall provide such corrected Issuer Information upon request from such Underwriter. The Depositor shall\nalso notify the other Underwriters of such incorrect Issuer Information, to the extent it is provided notice hereunder.\n\n(xiv)                     Such\nUnderwriter covenants with the Depositor that after the final Prospectus is available, such Underwriter shall not distribute any written\ninformation concerning the Registered Certificates that contains any Issuer Information to a prospective investor in a Registered Certificate\nunless such information is preceded or accompanied by the final Prospectus.\n\n- 22 -\n\n(xv)                        Such\nUnderwriter further represents and warrants that it has offered and sold Registered Certificates in the United Kingdom only to, or directed\nat, persons who:\n\n(A)            \nhave professional experience in matters relating to investments and qualify as investment professionals in accordance with\narticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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)                      Such\nUnderwriter further (x) represents and warrants that it has not provided, as of the date of this Agreement, and covenants with the Depositor\nthat it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating\norganization” (within the meaning of the 1934 Act), any information, written or oral, relating to the Trust Fund, the Certificates,\nthe VRR Interest, the Mortgage Loans, the transactions contemplated by this Agreement or the Pooling and Servicing Agreement or any other\ninformation, that could be reasonably determined to be relevant to determining an initial credit rating for the Certificates (as contemplated\nby Rule 17g-5(a)(3)(iii)(C) under the 1934 Act), without the prior consent of the Depositor, and (y) covenants with\nthe 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,\nthat could be reasonably determined to be relevant to undertaking credit rating surveillance for the Certificates (as contemplated by\nRule 17g-5(a)(3)(iii)(D) under 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 filing, and will not file any such\nproposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus\nto be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed\nwith the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when\nthe Prospectus shall have been\n\n- 23 -\n\nfiled or transmitted to the Commission for\nfiling pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any\nrequest by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for\nany additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending\nthe effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior\nto the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening\nof any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification\nof the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The\nDepositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as\npossible the withdrawal thereof.\n\n(b)              \nIf, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act,\nany event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended\nor supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein\nor necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall\nbe necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations\nthereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a)\nof this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such\ncompliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement,\nthe Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible.\n\n(c)              \nThe Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of\nthe Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing\nDate, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without\nexhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer\nmay be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto\nas you may reasonably request.\n\n(d)              \nThe Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required\nto qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications\nin effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required\nto qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or\nunlimited service of process in any jurisdiction where it is not now subject to such service of process.\n\n(e)              \nThe Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated,\nincluding, but not limited to, the fees and\n\n- 24 -\n\ndisbursements of its counsel; the costs and\nexpenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the\nfees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification\nor exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable\nfees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and\nin connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the\npreparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey;\nthe cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto),\nthe Preliminary Prospectus, the Term Sheet, ABS Informational and Computational Material and the Prospectus, the preparation and printing\nof this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus\nas you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; upfront costs and fees\nof other parties to the Pooling and Servicing Agreement; and the reasonable fees and disbursements of counsel to the Underwriters. The\nUnderwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence\nin 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\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\n\n- 25 -\n\nmade in any certificates delivered pursuant\nto the provisions hereof; (iii) the performance by the Depositor of its obligations hereunder; (iv) the performance by the Depositor\nand each Mortgage Loan Seller of their respective obligations under the applicable Mortgage Loan Purchase Agreement to be performed on\nor 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, to the effect that: (x) each individual who, as an officer or representative of the Depositor,\nsigned this Agreement, or any other document or certificate delivered on or before the Closing Date in connection with the transactions\ncontemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed,\nqualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates\nare their genuine signatures; and (y) no event (including, without limitation, any act or omission on the part of the Depositor)\nhas occurred since the date of the good standing certificate referred to in Section 6(d) hereof which has affected the good\nstanding\n\n- 26 -\n\nof the Depositor under the laws of the State\nof Delaware. Such certificate shall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary\nof the Depositor) of the certificate of incorporation and by-laws of the Depositor, as in effect on the Closing Date, and of the resolutions\nof the Depositor and any required shareholder consent relating to the transactions contemplated in this Agreement; and (ii) you shall\nhave received from the Secretary or an Assistant Secretary of MSMCH, in his or her individual capacity, a certificate, dated the Closing\nDate, to the effect that: (x) each individual who, as an officer or representative of MSMCH, signed this Agreement or any other document\nor certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective\ntimes of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or\nrepresentative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; and (y) no\nevent (including, without limitation, any act or omission on the part of MSMCH) has occurred since the date of the certificate referred\nto in Section 6(d) hereof which has affected the existence of MSMCH under the laws of the United States of America. Such certificate\nshall be accompanied by true and complete copies (certified as such by the Secretary or an Assistant Secretary of MSMCH) of the articles\nof organization and operating agreement of MSMCH, as in effect on the Closing Date, and of the resolutions of MSMCH and any required member\nconsent relating to the transactions contemplated in 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)                                  they\nhave performed certain specified procedures as a result of which they have determined that the information of an accounting, financial\nor statistical nature set forth (A) in the Prospectus under the captions “Summary of Terms,” “Description of the Mortgage\nPool” and “Yield and Maturity Considerations”, (B) on Annexes A-1, A-2 and A-3 to each of the Prospectus and the Preliminary\nProspectus and (C) in the Term Sheet agrees with the Master Tapes prepared by or on behalf of the Mortgage Loan Sellers, unless non-material\ndeviations are otherwise noted in such letter; and\n\n- 27 -\n\n(ii)                               they have compared an agreed-upon portion of the data contained in the Master Tapes referred to in the immediately preceding clause (i)\nto information contained in the Mortgage Loan files and in such other sources as shall be specified by them, and found such data\nand information to be in agreement in all material respects, unless non-material deviations are otherwise noted in such letter.\n\n(j)                \nYou shall have received written confirmation from the Rating Agencies that the ratings assigned to the Registered Certificates\non the Closing Date are as described in 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 Certificate Administrator and the Trustee, in\nhis or her individual capacity, a certificate, dated the Closing Date, to the effect that the information under the heading “Transaction\nParties—The Certificate Administrator and Trustee” in 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 Master Servicer, in his or her individual capacity,\na certificate, dated the Closing Date, to the effect that the information relating to the Master Servicer under the heading “Transaction\nParties—The Master Servicer” 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 Special Servicer, in his or her individual capacity,\na certificate, dated the Closing Date, to the effect that the information relating to the Special Servicer under the heading “Transaction\nParties—The Special Servicer” in the Prospectus is true and correct in all material respects.\n\n(n)              \nYou shall have received from the Secretary or an Assistant Secretary of the Primary Servicer, in his or her individual capacity,\na certificate, dated the Closing Date, to the effect that the information relating to the Primary Servicer under the heading “Transaction\nParties—The Primary Servicer” in the Prospectus is true and correct in all material respects.\n\n(o)              \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(p)              \nYou shall have received from counsel for each Mortgage Loan Seller, the retaining sponsor, the Master Servicer, the Special\nServicer, the Primary Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator\na favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters.\n\n(q)              \nYou shall have received copies of any opinions from special counsel to the Depositor, supplied to the Depositor for posting\non its 17g-5 website relating to certain matters with respect to the Registered Certificates, the transfer of the Mortgage Loans and any\nother\n\n- 28 -\n\nmatters related thereto. Any such opinions\nshall be dated the Closing Date and addressed to the Underwriters.\n\n(r)               \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(s)               \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\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)                                  against\nany and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged\nuntrue statement of a material fact contained in the Registration Statement (including the information included therein or deemed to\nbe a part thereof), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make\nthe statements therein not misleading, (B) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus\n(or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein\nor necessary in order to make the statements therein, in the\n\n- 29 -\n\nlight of the circumstances under which\nthey were made, not misleading, (C) any untrue statement or alleged untrue statement of a material fact contained in (w) the Preliminary\nProspectus (or any amendment or supplement thereto), (x) any other Time of Sale Information, (y) any Issuer Free Writing Prospectus or\n(z) Issuer Information contained in any Underwriter Free Writing Prospectus or any information contained in any Free Writing Prospectus\nthat is required to be filed pursuant to Section 4(b)(vii), or the omission or alleged omission to state a material fact necessary\nto make the statements therein (in the case of clause (x) through (z) above, when read in conjunction with the other Time of Sale Information),\nin the light of the circumstances under which they were made, not misleading, which was not corrected by Corrective Information subsequently\nsupplied by the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Primary Servicer, the Certificate\nAdministrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer to such Underwriter at any time prior to the Time\nof Sale (or in the case of any Corrective Information correcting information in the Preliminary Prospectus, at least 48 hours prior to\nthe Time of Sale), or (D) any breach of the representation and warranty in Section 1(a)(xx); provided that, in\nthe case of clauses (A), (B) and (C) above, the indemnity provided by this Section 8(a) shall\nnot apply to any loss, liability, claim, damage or expense to the extent any such untrue statement or alleged untrue statement or omission\nor alleged omission arises out of or is based upon an untrue statement or omission with respect to information with respect to which a\nMortgage Loan Seller agrees in the related Mortgage Loan Seller Indemnification Agreement to provide indemnification (the “Mortgage\nLoan Seller Covered Information”); provided further, that the indemnification provided by this Section 8\nshall not apply to the extent that such untrue statement or omission of a material fact was made as a result of an error in the manipulation\nof, or in any calculations based upon, or in any aggregation of the information regarding the Mortgage Loans, the related Mortgagors and/or\nthe related Mortgaged Properties set forth in the Master Tapes or Annex A-1 to the Prospectus or the Preliminary Prospectus, to the\nextent (x) such information was materially incorrect in the applicable Master Tape or such Annex A-1, as applicable, including\nwithout limitation the aggregation of such information relating to the Mortgage Loans in the Trust Fund or the information provided by\nthe Mortgage Loan Sellers, and (y) such loss, liability, claim, damage or expense would be subject to the provisions of the related\nMortgage Loan Seller Indemnification Agreement; and provided further, that the indemnification provided by this Section 8\nshall not apply to the Mortgage Loan Seller Covered Information, the Master Servicer Covered Information, the Special Servicer Covered\nInformation, the Primary Servicer Covered Information, the Certificate Administrator Covered Information, the Trustee Covered Information,\nthe Operating Advisor Covered Information or the Asset Representations Reviewer Covered Information;\n\n(ii)                                against\nany and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement\nof any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever\nbased upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with\nthe written consent of the Depositor or as otherwise contemplated by Section 8(c) hereof; and\n\n- 30 -\n\n(iii)                            against 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\nextent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity\nwith Underwriter Information furnished to the Depositor by any Underwriter expressly for use in the Registration Statement (or any amendment\nthereto) or in any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement thereto).\n\n(b)              \nEach Underwriter, severally but not jointly, agrees to indemnify and hold harmless the Depositor, its directors, each of\nits officers who signed the Registration Statement, and each person, if any, who controls the Depositor within the meaning of Section 15\nof the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity\ncontained in Section 8(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements\nor omissions (when read in conjunction with the Time of Sale Information) made in the Registration Statement (or any amendment thereto),\nany Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement thereto) in reliance\nupon and in conformity with written information furnished to the Depositor by such Underwriter expressly for use in the Registration Statement\n(or any amendment thereto), any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement\nthereto) (collectively, “Underwriter Information”); provided that no such material misstatement or omission\narises from an error or omission in information relating to the underlying data regarding the Mortgage Loans or the related Mortgagors\nor Mortgaged Properties provided by the Depositor or any Mortgage Loan Seller to such Underwriter. In addition, each Underwriter, severally\nbut not jointly, shall indemnify and hold harmless the Depositor, its directors, each of its officers who signed the Registration Statement\nand each person, if any, who controls the Depositor within the meaning of either Section 15 of the 1933 Act or Section 20 of\nthe 1934 Act, against any and all losses, liabilities, claims, damages and expenses, as incurred, arising out of any (i) untrue statements\nor alleged untrue statements of a material fact, or omissions or alleged omissions to state a material fact necessary to make the statements\ntherein, in the light of the circumstances under which they were made, not misleading, in the Underwriter Information, and (ii) untrue\nstatements or alleged untrue statements of a material fact, or omissions or alleged omissions to state a material fact necessary to make\nthe statements therein, in the light of the circumstances under which they were made, not misleading, in any Underwriter Free Writing\nProspectus or that arise out of or are based upon the omission or alleged omission to state in such Underwriter Free Writing Prospectus\na material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;\nprovided that no Underwriter shall be obligated to so indemnify and hold harmless (A) to the extent the Depositor is entitled\nto indemnification or contribution therefor (I) under the indemnity of any Mortgage Loan Seller set forth in the related Mortgage Loan\nPurchase Agreement or (II) set forth in any Indemnification Agreement, (B) with respect to information that is also contained in\nthe Time of Sale\n\n- 31 -\n\nInformation, or (C) to the extent such\nlosses, liabilities, claims, damages or expenses are caused by a misstatement or omission resulting from an error or omission in the Issuer\nInformation supplied by the Depositor or any Mortgage Loan Seller to an Underwriter which was not corrected by Corrective Information\nsubsequently supplied by the Depositor or any Mortgage Loan Seller to such Underwriter at any time prior to the Time of Sale. Notwithstanding\nthe foregoing, the indemnity in clause (ii) of the immediately preceding sentence will apply only if such misstatement or\nomission was not also a misstatement or omission in the Prospectus. Furthermore, no Underwriter shall be obligated to indemnify or hold\nharmless the Depositor or any other person or entity otherwise entitled to such indemnification or to be held harmless under this subsection (b)\nfor any liability that is based upon or arises from the information set forth in the first sentence of the ninth paragraph and the first\nsentence of the tenth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the Preliminary Prospectus\n(or any amendment or supplement thereto) or the corresponding language in the Prospectus to the extent that both (1) such information\nis based upon and is in conformity with the information set forth in the Preliminary Prospectus (or such amendment or supplement thereto)\nor the Prospectus, respectively, that is not Underwriter Information and (2) such non-Underwriter Information either contains an\nuntrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact necessary to make the\nstatements therein, in the light of the circumstances under which they were made, not misleading, or fails to comply with Regulation AB.\n\nIt is hereby acknowledged\nthat the statements set forth in (i)  the penultimate paragraph on the cover of the Preliminary Prospectus 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\n\n- 32 -\n\nthe retention of such counsel, or (ii) the\nindemnifying party shall not have assumed the defense of such action, with counsel satisfactory to the indemnified party, within a reasonable\nperiod following the indemnifying party’s receiving notice of such action, or (iii) the named parties to any such proceeding\n(including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by\nthe same counsel would be inappropriate due to actual or potential differing interests between them. In no event shall the indemnifying\nparty or parties be liable for fees and expenses of more than one counsel (or, in the event the Depositor or MSMCH is the indemnifying\nparty, one counsel for each Underwriter) (in addition to any local counsel) separate from its or their own counsel for all indemnified\nparties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same\ngeneral allegations or circumstances. Unless it shall assume the defense of any proceeding, an indemnifying party shall not be liable\nfor any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld) but, if settled\nwith such consent or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify the indemnified party from\nand against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an\nindemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel or any\nother expenses for which the indemnifying party is obligated under this subsection, the indemnifying party agrees that it shall be liable\nfor any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days\nafter receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the\nindemnified party in accordance with such request prior to the date of such settlement. If an indemnifying party assumes the defense of\nany proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party or, if such settlement provides\nfor an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted\nagainst the indemnified party in such proceeding by the other parties to such settlement, which release does not include a statement as\nto or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, without the consent of the indemnified\nparty.\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,\n\n- 33 -\n\nliabilities, claims, damages and expenses of\nthe nature contemplated by the indemnity provided by Section 8 hereof incurred by the Depositor and the Underwriters, as incurred,\n(i) in such proportion as is appropriate to reflect the relative benefits received by the Depositor and MSMCH on the one hand\nand each Underwriter on the other hand from the offering of the Registered Certificates or (ii) if the allocation provided by clause (i)\nabove is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred\nto in clause (i) above but also the relative fault of the Depositor and MSMCH on the one hand and of each Underwriter on the\nother hand in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as\nwell as any other relevant equitable considerations (taking into account the parties’ relative knowledge and access to information\nconcerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission or\nfailure to comply, and any other equitable considerations appropriate under the circumstances). The relative benefits received by the\nDepositor and MSMCH on the one hand and the Underwriters on the other hand shall be deemed to be in the same respective portions as the\nnet proceeds (before deducting expenses) received by the Depositor from the sale of the Registered Certificates and the total underwriting\ndiscounts and commissions and other fees received by the Underwriters in connection therewith bear to the aggregate offering price of\nthe Registered Certificates. The relative fault of the Depositor and MSMCH on the one hand and of each Underwriter on the other hand shall\nbe determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or\nalleged omission to state a material fact relates to information supplied by the Depositor and MSMCH or by the Underwriters, and the parties’\nrelative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the\nforegoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled\nto contribution from any person who was not guilty of such fraudulent misrepresentation; and no Underwriter shall be obligated to contribute\nmore than its share of underwriting discounts and commissions and other fees pertaining to the Registered Certificates less any damages\notherwise paid by such Underwriter with respect to any such loss, liability, claim, damage or expense. It is hereby acknowledged that\nthe respective Underwriters’ obligations under this Section 9 shall be several and not joint. For purposes of this Section 9,\neach person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934\nAct, and such Underwriter’s officers and directors, shall have the same rights to contribution as such Underwriter, and each director\nof the Depositor, each officer of the Depositor who signed the Registration Statement, and each person, if any, who controls the Depositor\nwithin the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as\nthe 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\n\n- 34 -\n\nbelieve that the indemnifying party will be\nultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party are subsequently determined\nto not be required to be borne by the indemnifying party hereunder, the party which received such payment shall promptly refund the amount\nso paid to the party which made such payment. The remedies provided for in Section 8 hereof and this Section 9\nare not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.\n\n(c)              \nThe contribution agreements contained in this Section 9 shall remain operative and in full force and effect\nregardless of (i) any termination of this Agreement, (ii) any investigation made by the Depositor, 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\nand such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining\nUnderwriters shall be obligated severally and not jointly (in the respective proportions which the portion of the Registered Certificates\nset forth below their names in Schedule I hereto bears to the aggregate amount of Registered Certificates set forth below the names of\nall the remaining Underwriters) to purchase the Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed\nto purchase; provided that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that\nit is not otherwise obligated to purchase under this Agreement, and provided, however, that in the event that the amount\nof Registered Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate\nprincipal amount of Registered Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase\nall, but shall not be under any obligation to purchase any, of the Registered Certificates, and if such non-defaulting Underwriters do\nnot purchase all of the Registered Certificates, this Agreement will terminate without liability to any non-defaulting Underwriter or\nthe Depositor, except as provided in Section 11 or Section 14 hereof. In the event of a default by any Underwriter as set\nforth in this Section 10, the Closing Date for the Registered Certificates shall be postponed for such period, not exceeding ten\n(10) business days, as you shall determine in order that the required changes in the Registration Statement and the Prospectus or in any\nother documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability,\nif any, to the Depositor and any non-defaulting Underwriter 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\n\n- 35 -\n\nof any of the controlling persons and officers\nand directors referred to in Sections 8 and 9 hereof, and shall survive delivery of the Registered Certificates to\nthe 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“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- 36 -\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 Stock 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\n\n- 37 -\n\nYork, New York 10019 and a copy by email to\ncmbs_notices@morganstanley.com); notice to Wells Fargo Securities shall be directed to it at 30 Hudson Yards, 15th Floor, New York,\nNew York 10001, Attention: A.J. Sfarra, email: cmbsnotices@wellsfargo.com (with a copy to the attention of Bryan Riddle, Esq., Senior\nCounsel, Wells Fargo Legal Department, 401 S Tryon Street, 26th Floor, Charlotte, North Carolina 28202, MAC: D1050-266); notice to JPMS\nshall be directed to it at 270 Park Avenue, 4th floor, New York, NY 10017, Attention: SPG Syndicate, email: ABS_Synd@jpmorgan.com, with\na 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 BofA Securities shall be directed to it at One Bryant Park, NY1-100-11-07, New York, New York 10036, Attention: Director of\nCMBS Securitizations (with copies to Paul E. Kurzeja, Associate General Counsel, Bank of America Merrill Lynch Legal Department, 150 North\nCollege Street, NC1-028-28-03, Charlotte, North Carolina 28255, email: Paul.Kurzeja@bofa.com and cmbsnotices@bofa.com; Henry A. LaBrun,\nEsq., Cadwalader, Wickersham & Taft LLP, 650 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, facsimile number: (704)\n348-5200); notice to Academy shall be directed to it at 622 Third Avenue, 12th Floor, New York, New York 10017, Attention: Michael Boyd,\nAttention: Michael Boyd; and notice to Siebert Williams shall be directed to it at 100 Wall Street, 18th Floor, New York, New York 10005,\nemail: compliance@siebertwilliams.com; or, in any case, such other address as may hereafter be furnished by the Underwriters, the Depositor\nor 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\n- 38 -\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\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\n- 39 -\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 \n\n- 40 -\n\nIf the foregoing is in accordance\nwith your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance\nshall represent a binding agreement 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\nBANKS 2026-5YR23 – Underwriting Agreement\n\nMORGAN STANLEY MORTGAGE\n\nCAPITAL HOLDINGS\nLLC\n\nBy:\n/s/ Jared Smith\n\nName: Jared Smith\n\nTitle: Vice President\n\nBANKS 2026-5YR23 – 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\nBANKS 2026-5YR23 – Underwriting Agreement\n\nWELLS FARGO SECURITIES, LLC\n\nBy:\n/s/ Tyler Hostetler\n\nName: Tyler Hostetler\n\nTitle: Vice President\n\nBANKS 2026-5YR23 – Underwriting Agreement\n\nJ.P. MORGAN SECURITIES LLC\n\nBy:\n/s/ Randy Goldstein\n\nName: Randy Goldstein\n\nTitle: Executive Director\n\nBANKS 2026-5YR23 – 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\nBANKS 2026-5YR23 – Underwriting Agreement\n\nAcademy Securities, Inc.\n\nBy:\n/s/ Michael Boyd\n\nName: Michael Boyd\n\nTitle: Chief Compliance Officer\n\nBANKS 2026-5YR23 – Underwriting Agreement\n\nSiebert\nWilliams Shank & Co., LLC\n\nBy:\n/s/ Claude Seide\n\nName: Claude Seide\n\nTitle: Managing Director\n\nBANKS 2026-5YR23 – Underwriting Agreement\n\nSCHEDULE I\n\nUnderwriting Agreement, dated as of June 26, 2026.\n\n**Certificates:**BANK5 2026-5YR23,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5YR23\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 Wells Fargo Securities, LLC\nAggregate Certificate Balance or Notional Amount of Class to be Purchased by BofA Securities, Inc.\nAggregate Certificate Balance or Notional Amount of Class to be Purchased by J.P. Morgan Securities LLC\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 Siebert Williams Shank & Co., LLC\nInitial Pass-Through Rate\nPurchase Price(1)\n\nClass A-1\n$3,800,000\n$1,398,400\n$1,064,000\n$961,400\n$376,200\n$0\n$0\n4.79800%\n99.9983%\n\nClass A-2\n$215,000,000\n$79,120,000\n$60,200,000\n$54,395,000\n$21,285,000\n$0\n$0\n4.89500%\n99.9983%\n\nClass A-2-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n4.39500%\nN/A\n\nClass A-2-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n3.89500%\nN/A\n\nClass A-2-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-2-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-3\n$562,102,000\n$206,853,536\n$157,388,560\n$142,211,806\n$55,648,098\n$0\n$0\n5.61000%\n102.9997%\n\nClass A-3-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.11000%\nN/A\n\nClass A-3-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n4.61000%\nN/A\n\nClass A-3-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-3-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$780,902,000(2)\n$287,371,936(2)\n$218,652,560(2)\n$197,568,206(2)\n$77,309,298(2)\n$0(2)\n$0(2)\n1.30003%\n4.8110%\n\nClass X-B\n$210,564,000(2)\n$77,487,552(2)\n$58,957,920(2)\n$53,272,692(2)\n$20,845,836(2)\n$0(2)\n$0(2)\n0.60011%\n2.1897%\n\nClass A-S\n$108,768,000\n$40,026,624\n$30,455,040\n$27,518,304\n$10,768,032\n$0\n$0\n6.05300%\n102.9962%\n\nClass A-S-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.55300%\nN/A\n\nClass A-S-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.05300%\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$58,568,000\n$21,553,024\n$16,399,040\n$14,817,704\n$5,798,232\n$0\n$0\n6.25400%\n102.9969%\n\nClass B-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.75400%\nN/A\n\nClass B-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.25400%\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$43,228,000\n$15,907,904\n$12,103,840\n$10,936,684\n$4,279,572\n$0\n$0\n6.05400%\n99.9990%\n\nClass C-1\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.55400%\nN/A\n\nClass C-2\n$0\n$0\n$0\n$0\n$0\n$0\n$0\n5.05400%\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 14, 2026 at the\noffices of special counsel to the Depositor in New York, New York."}