Common use of Representations and Warranties of the Certificate Administrator Clause in Contracts

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator’s execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, conservatorship, moratorium or and other laws relating affecting the enforcement of creditors’ rights generally and, to or affecting the extent applicable, the rights of creditors generally of national banks or of “financial companies” (as defined in Section 201 of the Dxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.08(a) above shall survive the execution and delivery of this AgreementAgreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) party hereto of a breach of any of the such representations and warranties set forth in this Section which that materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations and warranties set forth in Section 2.08(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, the Controlling Class Representativepartnership, bank, association or other type of organization.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator’s execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, conservatorship, moratorium or and other laws relating affecting the enforcement of creditors’ rights generally and, to or affecting the extent applicable, the rights of creditors generally of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.08(a) above shall survive the execution and delivery of this AgreementAgreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) party hereto of a breach of any of the such representations and warranties set forth in this Section which that materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations and warranties set forth in Section 2.08(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, the Controlling Class Representativepartnership, bank, association or other type of organization.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Senior Trust Advisor, each Serviced Companion Noteholder, and the Operating AdvisorTrustee, for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking associationassociation duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreementthereof; (ii) the The execution and delivery of this Agreement by the Certificate Administrator Administrator, and its the performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s articles of association or charter and by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be is applicable to the Certificate Administrator it or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (Aa) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors generally of national banking associations specifically and (Bb) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s good faith and reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Certificate Administrator to perform its obligations under this Agreement or its properties or might have consequences that would materially affect the performance financial condition of its duties hereunder or thereunderthe Certificate Administrator; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its the Certificate Administrator from entering into or this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely affect its either the ability of the Certificate Administrator to perform its obligations under this Agreement.Agreement or the financial condition of the Certificate Administrator; and (bvii) The representations No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery performance by the DepositorCertificate Administrator, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or compliance by the Certificate Administrator (with, this Agreement or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any the consummation of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or actual performance by the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationof its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the party discovering such breach shall give prompt written notice ability of the Certificate Administrator to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativeperform its obligations hereunder.

Representations and Warranties of the Certificate Administrator. (a) The Citibank, N.A., as Certificate Administrator Administrator, hereby represents and warrants to the Trusteeother parties hereto, for its own benefit and for the benefit of the Certificateholders Trust Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not violate the Certificate Administrator’s articles of association organizational documents or by-laws or shareholders’ resolutions any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof; and (ix) the Certificate Administrator is a Qualified Certificate Administrator. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeTrust Interest Owners.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator's execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions 's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors' rights generally and the rights of creditors generally of banks, and (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator's reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s 's knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator's reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.09(a) above shall survive the execution and delivery of this AgreementAgreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) party hereto of a breach of any of the such representations and warranties set forth in this Section which that materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations and warranties set forth in Section 2.09(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.09(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, the Controlling Class Representativepartnership, bank, association or other type of organization.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Senior Trust Advisor, each Serviced Companion Noteholder, and the Operating AdvisorTrustee, for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking associationassociation duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreementthereof; (ii) the The execution and delivery of this Agreement by the Certificate Administrator Administrator, and its the performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s articles of association or charter and by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be is applicable to the Certificate Administrator it or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (Aa) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors generally of national banking associations specifically and (Bb) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s good faith and reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Certificate Administrator to perform its obligations under this Agreement or its properties or might have consequences that would materially affect the performance financial condition of its duties hereunder or thereunderthe Certificate Administrator; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its the Certificate Administrator from entering into or this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely affect its either the ability of the Certificate Administrator to perform its obligations under this Agreement.Agreement or the financial condition of the Certificate Administrator; and (bvii) The representations No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery performance by the DepositorCertificate Administrator, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or compliance by the Certificate Administrator (with, this Agreement or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any the consummation of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or actual performance by the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationof its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the party discovering such breach shall give prompt written notice ability of the Certificate Administrator to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativeperform its obligations hereunder.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Reviewer, each Serviced Companion Noteholder, and the Operating AdvisorTrustee, for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking associationassociation duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreementthereof; (ii) the The execution and delivery of this Agreement by the Certificate Administrator Administrator, and its the performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s articles of association or charter and by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be is applicable to the Certificate Administrator it or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (Aa) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors generally of national banking associations specifically and (Bb) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s good faith and reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Certificate Administrator to perform its obligations under this Agreement or its properties or might have consequences that would materially affect the performance financial condition of its duties hereunder or thereunderthe Certificate Administrator; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its the Certificate Administrator from entering into or this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely affect its either the ability of the Certificate Administrator to perform its obligations under this Agreement.Agreement or the financial condition of the Certificate Administrator; and (bvii) The representations No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery performance by the DepositorCertificate Administrator, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or compliance by the Certificate Administrator (with, this Agreement or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any the consummation of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or actual performance by the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationof its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the party discovering such breach shall give prompt written notice ability of the Certificate Administrator to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativeperform its obligations hereunder.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser or the Centre Retaining Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, other parties hereto that as of the Closing Date, that: (i) The Certificate Administrator it is a national banking association, association duly organized, validly existing existing, and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b); and (ix) to its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Third Party Purchaser. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.7 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the 000 Xxxxx Xxxxxx Retaining Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Senior Trust Advisor, the Serviced Companion Noteholder, and the Operating AdvisorTrustee, for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking associationassociation duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreementthereof; (ii) the The execution and delivery of this Agreement by the Certificate Administrator Administrator, and its the performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s articles of association or charter and by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be is applicable to the Certificate Administrator it or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (Aa) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors generally of national banking associations specifically and (Bb) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s good faith and reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Certificate Administrator to perform its obligations under this Agreement or its properties or might have consequences that would materially affect the performance financial condition of its duties hereunder or thereunderthe Certificate Administrator; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its the Certificate Administrator from entering into or this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely affect its either the ability of the Certificate Administrator to perform its obligations under this Agreement.Agreement or the financial condition of the Certificate Administrator; and (bvii) The representations No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery performance by the DepositorCertificate Administrator, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or compliance by the Certificate Administrator (with, this Agreement or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any the consummation of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or actual performance by the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationof its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the party discovering such breach shall give prompt written notice ability of the Certificate Administrator to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativeperform its obligations hereunder.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Reviewer, each Serviced Companion Noteholder, and the Operating AdvisorTrustee, for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking associationassociation duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreementthereof; (ii) the The execution and delivery of this Agreement by the Certificate Administrator Administrator, and its the performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s articles of association or charter and by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be that is applicable to the Certificate Administrator it or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (Aa) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors generally of national banking associations specifically and (Bb) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s good faith and reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Certificate Administrator to perform its obligations under this Agreement or its properties or might have consequences that would materially affect the performance financial condition of its duties hereunder or thereunderthe Certificate Administrator; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its the Certificate Administrator from entering into or this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely affect its either the ability of the Certificate Administrator to perform its obligations under this Agreement.Agreement or the financial condition of the Certificate Administrator; (bvii) The representations No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery performance by the DepositorCertificate Administrator, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or compliance by the Certificate Administrator (with, this Agreement or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any the consummation of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or actual performance by the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationof its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform its obligations hereunder; and (viii) To its actual knowledge, the party discovering such breach shall give prompt written notice to Certificate Administrator is not Risk Retention Affiliated with the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeThird Party Purchaser.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trusteewarrants, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and Holders to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, other parties hereto that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement, which default or breach of such material contract or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; (vii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(c); and (viiviii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, any Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Trust Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator Administrator, without imposing any duty on any party to investigate (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator’s execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, conservatorship, moratorium or and other laws relating affecting the enforcement of creditors’ rights generally and, to or affecting the extent applicable, the rights of creditors generally of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) , and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.08(a) above shall survive the execution and delivery of this AgreementAgreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) party hereto of a breach of any of the such representations and warranties set forth in this Section which that materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations and warranties set forth in Section 2.08(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, the Controlling Class Representativepartnership, bank, association or other type of organization.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator’s execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, conservatorship, moratorium or and other laws relating affecting the enforcement of creditors’ rights generally and, to or affecting the extent applicable, the rights of creditors generally of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.08(a) above shall survive the execution and delivery of this Agreement. Upon discovery by Agreement and shall inure to the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer benefit of the Trustee or Persons for whose benefit they were made for so long as the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.Trust remains in

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Computershare Trust Company, National Association, as Certificate Administrator Administrator, hereby represents and warrants to the Trusteeother parties hereto, for its own benefit and for the benefit of the Certificateholders Trust Interest Owners and the Serviced Companion Loan HoldersHolder(s), and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not violate the Certificate Administrator’s articles of association organizational documents or by-laws or shareholders’ resolutions any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof; and (ix) the Certificate Administrator is a Qualified Certificate Administrator. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Trust Interest Owners and the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolder(s).

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderCertificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreementthe Certificateholders, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationLoan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders Certificateholder and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, any Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorCustodian, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a [ENTITY TYPE] under the laws of [JURISDICTION] and possesses all licenses and authorizations necessary to the United States performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator’s execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, conservatorship, moratorium or and other laws relating affecting the enforcement of creditors’ rights generally and, to or affecting the extent applicable, the rights of creditors generally of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.08(a) above shall survive the execution and delivery of this AgreementAgreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) party hereto of a breach of any of the such representations and warranties set forth in this Section which that materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations and warranties set forth in Section 2.08(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, the Controlling Class Representativepartnership, bank, association or other type of organization.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, other parties hereto that as of the Closing Date, that: (i) The Certificate Administrator it is a national banking association, association duly organized, validly existing existing, and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b). (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.7 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The (a) Computershare Trust Company, National Association, as Certificate Administrator Administrator, hereby represents and warrants to the Trusteeother parties hereto, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder(s), and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not violate the Certificate Administrator’s articles of association organizational documents or by-laws or shareholders’ resolutions any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof; (ix) the Certificate Administrator is a Qualified Certificate Administrator; and (x) to its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Certificateholders and the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolder(s).

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Trustee and for the Operating Advisorbenefit of the Certificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking associationassociation duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreementthereof; (ii) the The execution and delivery of this Agreement by the Certificate Administrator Administrator, and its the performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s articles of association or charter and by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be is applicable to the Certificate Administrator it or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (Aa) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors generally of national banking associations specifically and (Bb) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s good faith and reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Certificate Administrator to perform its obligations under this Agreement or its properties or might have consequences that would materially affect the performance financial condition of its duties hereunder or thereunderthe Certificate Administrator; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into the (vii) No consent, approval, authorization or materially order of any court or governmental agency or body is required for the execution, delivery and adversely affect its ability performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to perform the actual performance by the Certificate Administrator of its obligations under this Agreement. (b) The representations , and warranties set forth in paragraph (a) above shall survive which, if not obtained would not have a materially adverse effect on the execution and delivery ability of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativeperform its obligations hereunder.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator’s execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, conservatorship, moratorium or and other laws relating affecting the enforcement of creditors’ rights generally and, to or affecting the extent applicable, the rights of creditors generally of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.08(a) above shall survive the execution and delivery of this AgreementAgreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) party hereto of a breach of any of the such representations and warranties set forth in this Section which that materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations and warranties set forth in Section 2.08(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.08(a) to accurately reflect such successor’s jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, the Controlling Class Representativepartnership, bank, association or other type of organization.

Representations and Warranties of the Certificate Administrator. (a) The Xxxxx Fargo Bank, National Association, as the Certificate Administrator Administrator, hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders other parties hereto and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, Holders that as of the Closing Date, that: (i) The Certificate Administrator it is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s its articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be applicable to the Certificate Administrator it or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on its performance of its obligations hereunder; (iii) the Certificate Administrator it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a its valid and binding obligation of the Certificate Administratorobligation, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator it is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the its condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the its execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s its knowledge, threatened against the Certificate Administrator it which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.; and (bviii) it is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(b). The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, hereto and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolders.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderCertificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreementthe Certificateholders, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationLoan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association charter or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association charter or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Computershare Trust Company, National Association, as Certificate Administrator Administrator, hereby represents and warrants to the Trusteeother parties hereto, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder(s), and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not violate the Certificate Administrator’s articles of association organizational documents or by-laws or shareholders’ resolutions any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof; (ix) the Certificate Administrator is a Qualified Certificate Administrator; and (x) to its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Certificateholders and the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolder(s).

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Controlling Class Representative Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association charter or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced the Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced the Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationthe Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders Holder and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Operating Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association[ENTITY TYPE], duly organized, validly existing and in good standing under the laws of the United States of America[JURISDICTION]; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Citibank, N.A., as Certificate Administrator Administrator, hereby represents and warrants to the Trusteeother parties hereto, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder(s), and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not violate the Certificate Administrator’s articles of association organizational documents or by-laws or shareholders’ resolutions any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof; and (ix) the Certificate Administrator is a Qualified Certificate Administrator. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Certificateholders and the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolder(s).

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Senior Trust Advisor, the Trustee and for the Operating Advisorbenefit of the Certificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking associationassociation duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreementthereof; (ii) the The execution and delivery of this Agreement by the Certificate Administrator Administrator, and its the performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s articles of association or charter and by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be is applicable to the Certificate Administrator it or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (Aa) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or and other laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors generally of national banking associations specifically and (Bb) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s good faith and reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Certificate Administrator to perform its obligations under this Agreement or its properties or might have consequences that would materially affect the performance financial condition of its duties hereunder or thereunderthe Certificate Administrator; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its the Certificate Administrator from entering into or this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely affect its either the ability of the Certificate Administrator to perform its obligations under this Agreement.Agreement or the financial condition of the Certificate Administrator; and (bvii) The representations No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery performance by the DepositorCertificate Administrator, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or compliance by the Certificate Administrator (with, this Agreement or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any the consummation of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or actual performance by the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationof its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the party discovering such breach shall give prompt written notice ability of the Certificate Administrator to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativeperform its obligations hereunder.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to each of the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating AdvisorCertificateholders, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;. (ii) the The Certificate Administrator’s execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which the Certificate Administrator it is a party or by which may be applicable it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator or any of to perform its assets;obligations under this Agreement. (iii) the The Certificate Administrator has the full requisite power and authority to enter into and consummate all transactions involving the transactions Certificate Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) this This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid valid, legal and binding obligation of the Certificate Administrator, enforceable against it the Certificate Administrator in accordance with the terms of this Agreementhereof, except as such enforcement may be limited by subject to (A) applicable bankruptcy, insolvency, conservatorship, reorganization, receivership, conservatorship, moratorium or and other laws relating affecting the enforcement of creditors’ rights generally and, to or affecting the extent applicable, the rights of creditors generally of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, and (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;. (v) the The Certificate Administrator is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its of, performance under and compliance with the terms of this Agreement will not constitute a violation with respect toof, any law, any order or decree of any court or arbiter, or any order, law regulation or regulation demand of any federal, statestate or local governmental or regulatory authority, municipal or governmental agency of or which violation, in the United States of America having jurisdictionCertificate Administrator’s reasonable judgment, which violation would have consequences that would is likely to affect materially and adversely affect the condition (financial or other) or operations ability of the Certificate Administrator or to perform its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;obligations under this Agreement. (vi) no No consent, approval, authorization or order of, of any state or registration of filing with, federal court or notice to any court, governmental or regulatory agency or body, body is required for the execution, delivery and performance consummation by the Certificate Administrator of this Agreement the transactions contemplated herein, except for those consents, approvals, authorizations or if required, such approval has orders that previously have been obtained prior to the Closing Date; andobtained. (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which that, if determined adversely to the Certificate Administrator, would prohibit its the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect its the ability of the Certificate Administrator to perform its obligations under this Agreement. (viii) The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06. (b) The representations and warranties of the Certificate Administrator set forth in paragraph (aSection 2.08(a) above shall survive the execution and delivery of this AgreementAgreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) party hereto of a breach of any of the such representations and warranties set forth in this Section which that materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations and warranties set forth in Section 2.08(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, the Controlling Class Representativepartnership, bank, association or other type of organization.

Representations and Warranties of the Certificate Administrator. (a) The Xxxxx Fargo Bank, National Association, as Certificate Administrator Administrator, hereby represents and warrants to the Trusteewarrants, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, other parties hereto that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; (vii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(b); and (viiviii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, hereto and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeCertificateholders.

Representations and Warranties of the Certificate Administrator. (a) The Citibank, N.A., as Certificate Administrator Administrator, hereby represents and warrants to the Trusteeother parties hereto, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not violate the Certificate Administrator’s articles of association organizational documents or by-laws or shareholders’ resolutions any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof; and (ix) the Certificate Administrator is a Qualified Certificate Administrator. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Certificateholders and the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolders.

Representations and Warranties of the Certificate Administrator. (a) The Xxxxx Fargo Bank, National Association, as Certificate Administrator Administrator, hereby represents and warrants to the Trusteewarrants, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, other parties hereto that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(b). (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Citibank, N.A., as Certificate Administrator Administrator, hereby represents and warrants to the Trusteeother parties hereto, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder(s), and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, that as of the Closing Date, that: (i) The the Certificate Administrator is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not violate the Certificate Administrator’s articles of association organizational documents or by-laws or shareholders’ resolutions any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof; (ix) the Certificate Administrator is a Qualified Certificate Administrator; and (x) to its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Certificateholders and the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolder(s).

Representations and Warranties of the Certificate Administrator. (a) The Xxxxx Fargo Bank, National Association, as the Certificate Administrator Administrator, hereby represents and warrants to the Trustee, for its own benefit other parties hereto and for the benefit of the Certificateholders and the Serviced any Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, Holder that as of the Closing Date, that: (i) The Certificate Administrator it is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s its articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be applicable to the Certificate Administrator it or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on its performance of its obligations hereunder; (iii) the Certificate Administrator it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a its valid and binding obligation of the Certificate Administratorobligation, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator it is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the its condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the its execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s its knowledge, threatened against the Certificate Administrator it which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and (viii) it is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(c). (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Certificateholders and any Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolder.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator [Trustee][Certificate Administrator] hereby represents and warrants to the TrusteeDepositor, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Non-Trust Mortgage Loan HoldersHolder, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer Trust Advisor and the Operating AdvisorTrustee, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, [ENTITY TYPE] duly organized, validly existing existing, and is in good standing under the laws of the United States of America[JURISDICTION]; the Certificate Administrator [Trustee][Certificate Administrator] possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association charter or by-by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee [or the Certificate Administrator Administrator] (or upon written notice thereof from any Certificateholder or any Serviced Companion the Non-Trust Mortgage Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion the Non-Trust Mortgage Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced the Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Non-Trust Mortgage Loan Holders Holder and, prior to the occurrence and continuance of during a Subordinate Control Period or a Collective Consultation Termination EventPeriod, the Controlling Subordinate Class RepresentativeRepresentative .]

Representations and Warranties of the Certificate Administrator. (a) The Wxxxx Fargo Bank, National Association, as the Certificate Administrator Administrator, hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders other parties hereto and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, Holders that as of the Closing Date, that: (i) The Certificate Administrator it is a national banking association, duly organized, validly existing existing, and is in good standing under the laws of the United States of AmericaStates; the Certificate Administrator it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s its articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be applicable to the Certificate Administrator it or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on its performance of its obligations hereunder; (iii) the Certificate Administrator it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a its valid and binding obligation of the Certificate Administratorobligation, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator it is not in violation of, and the its execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the its condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the its execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s its knowledge, threatened against the Certificate Administrator it which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.; and (bviii) it is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(b). The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.4 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, hereto and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeHolders.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, other parties hereto that as of the Closing Date, that: (i) The Certificate Administrator it is a national banking association, association duly organized, validly existing existing, and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator it is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder; (iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws); (v) the Certificate Administrator Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and; (vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; (viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b); and (ix) to its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Third Party Purchaser. (b) The respective representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects 2.7 shall survive until the interests termination of any party to this Agreement, and shall inure to the Certificateholders or any Serviced Companion Loan Holder or the interests benefit of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that: (i) The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) the The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets; (iii) the The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) this This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) the The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance ability of the Certificate Administrator to perform its duties hereunder or thereunder; (vi) no No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.