Common use of Representations and Warranties of the Depositor Clause in Contracts

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Administrator as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s 's title insurance policy or attorney’s 's opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the "UCC"), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes Loans constitute “"instruments” " within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, Owner Trustee that: (i) the Depositor has been duly organized and is a corporation duly organized, validly existing and as a limited liability company in good standing under the laws governing of the State of Delaware, has the power, authority and legal right to own its creation properties and existence to conduct its business as such properties are currently owned and such business is currently conducted, and has full corporate the power, authority and legal right to acquire, own and sell the Receivables; (ii) the Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this AgreementAgreement and the other Transaction Documents to which it is a party, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositorlimited liability company action; (iiiiv) the execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby do and thereby and the fulfillment of the terms hereof and thereof will not require the consent or approval of, the giving of notice to, the registration conflict with, or the taking result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other action instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in respect ofthe creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Agreement), or violate any statelaw, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by instrumentality having jurisdiction over the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation or any of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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 lawproperties; (v) there are no actions, suits proceedings or proceedings investigations pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, Depositor before or by any court, regulatory body, administrative agency, arbitrator agency or other governmental body instrumentality having jurisdiction over the Depositor or its properties (A) with respect asserting the invalidity of this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Sale and Servicing Agreement, the Indenture or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or the validity or enforceability of, this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect its ability to perform its obligations under this Agreement;the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) immediately prior to the transfer representations and assignment warranties of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as in Section 3.1 of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located Receivables Purchase Agreement are true and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocorrect.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Administrator as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes Loans constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee 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 Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for Trust and the benefit Trustee on behalf of the Certificateholders, and to the Master Servicer and the Securities Administrator, Certificateholders as of the Closing Date or such other date as is specified, thatfollows: (i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the execution and delivery by performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor of this Agreement have been duly authorized is a party or by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreementwhich it or its properties may be bound, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or which default might result in a breach ofany material adverse changes in the financial condition, earnings, affairs or constitute a default under, any business of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its which might materially and adversely affect the properties or the certificate of incorporation or bylaws assets, taken as a whole, of the Depositor; (iiivii) the The execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby thereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the articles of incorporation or affecting by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or or, to the Depositor's knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement Agreement, as the case may be; or (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities AdministratorServicer, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities AdministratorServicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined warranties of each Transferor with respect to the related Mortgage Loans in the UCCapplicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, in condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of Xxxxxx Holdings under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee’s right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that Xxxxxx Holdings shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans in favor if the fact, condition or event constituting such breach also constitutes a breach of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of a representation or warranty made by the applicable UCC; (ix) Other than Transferor in the security interest or ownership interest granted to the Trustee pursuant to this applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor has not pledged, assigned, sold, granted a security interest in, shall have no obligation or otherwise conveyed liability with respect to any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware breach of any financing statement against the Depositor that includes a description of the collateral covering representation or warranty with respect to the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of (except as set forth in Section 2.03(a)(vi)) under any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the other parties to this agreement that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and of the State of Delaware; (b) The Depositor has full corporate the power and authority to own its propertyconvey the Mortgage Loans and to execute, to carry on its business as presently conducteddeliver and perform, and to enter into and perform its obligations under consummate transactions contemplated by, this Agreement, and to create the trust pursuant hereto; (iic) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this This Agreement has been duly and validly authorized, executed and delivered by the Depositor Depositor, all requisite company action having been taken, and, assuming the due authorization, execution and delivery hereof by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a or will constitute the legal, valid and binding obligation agreement of the Depositor Depositor, enforceable against it the Depositor in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (vd) there No consent, approval, authorization or order of, or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except as have been received or obtained on or prior to the Closing Date; (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the Depositor or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings pending orbefore or against or investigations of, the Depositor pending, or to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositorthreatened, before or by any court, administrative agencyagency or other tribunal, arbitrator or governmental body (A) with respect to and no notice of any of the transactions contemplated by this Agreement or (B) with respect to any other matter which such action, which, in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor Depositor’s reasonable judgment, might materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform the performance by the Depositor of its obligations under this Agreement, or the validity or enforceability of this Agreement; (vig) immediately The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that would materially and adversely affect its performance hereunder; and (h) Immediately prior to the transfer and assignment of by the Mortgage Loans Depositor to the TrusteeTrustee on the Closing Date, the Depositor had good title to, and was the sole owner and holder of each Mortgage Loan, free of any interest of any other Person, and the Depositor had good has transferred all right, title and marketable title thereto, and had full right to transfer and sell interest in each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as Trustee. The transfer of the date of recording of such Mortgage acceptable to mortgage lending institutions Note and the Mortgage as and in the area in which manner contemplated by this Agreement is sufficient either (i) fully to transfer to the related Mortgaged Property is located Trustee, for the benefit of the Certificateholders, all right, title, and specifically interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the security interest referred to in Section 12.04. It is understood and agreed that the lender’s title insurance policy or attorney’s opinion representations, warranties and covenants set forth in this Section 2.06 shall survive delivery of title and abstract of title delivered the respective Mortgage Files to the originator of such Mortgage Loan, Custodian and (3) such other matters shall inure to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor benefit of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeMortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee 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 Depositor. (a) The Depositor hereby represents and warrants to the TrusteeTrust, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as Trustee on behalf of the Closing Date or such other date Certificateholders as is specified, thatfollows: (i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the execution and delivery by performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor of this Agreement have been duly authorized is a party or by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreementwhich it or its properties may be bound, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or which default might result in a breach ofany material adverse changes in the financial condition, earnings, affairs or constitute a default under, any business of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its which might materially and adversely affect the properties or the certificate of incorporation or bylaws assets, taken as a whole, of the Depositor; (iiivii) the The execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby thereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the articles of incorporation or affecting by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or or, to the Depositor’s knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement Agreement, as the case may be; or (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Servicer, the Master Servicer and the Securities Administrator, Administrator as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes Loans constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the TrusteeTrust, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as Trustee on behalf of the Closing Date or such other date Certificateholders as is specified, thatfollows: (i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the execution and delivery by performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor of this Agreement have been duly authorized is a party or by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreementwhich it or its properties may be bound, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or which default might result in a breach ofany material adverse changes in the financial condition, earnings, affairs or constitute a default under, any business of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its which might materially and adversely affect the properties or the certificate of incorporation or bylaws assets, taken as a whole, of the Depositor; (iiivii) the The execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby thereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the articles of incorporation or affecting by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or or, to the Depositor's knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement Agreement, as the case may be; or (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trusteeother parties hereto, and for the benefit of the CertificateholdersTrust Interest Owners, and to the Master Servicer and the Securities Administrator, that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation Delaware corporation, duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware, with full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution execution, delivery and delivery performance of this Agreement by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution execution, delivery and delivery performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, will shall conflict with or result in a breach of, or constitute a default under, under (A) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or Depositor, (B) the certificate of incorporation or bylaws organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (v) there are no actions, suits or proceedings pending or, to the knowledge best of the Depositor’s knowledge, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will shall be determined adversely to the Depositor and will shall, if determined adversely to the Depositor Depositor, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the transfer and assignment ability of the Mortgage Loans Depositor to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementperform its obligations hereunder; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee actions taken pursuant to this Agreement, the Depositor has not pledgedtaken no action to impair or encumber the title to the Trust Loan or to subject it to any offsets, assigned, sold, granted a security interest in, defenses or otherwise conveyed any counterclaims during the Depositor’s ownership thereof; (viii) the Depositor is accounting for the transfer of the Mortgage Loans. The Depositor has not authorized the filing of Trust Loan as a sale under generally accepted accounting principles and is not aware of any financing statement against for federal income tax purposes; (ix) the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating is not, and, after giving effect to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is transfers contemplated under this Agreement, shall not aware of any judgment or tax lien filings against the Depositor;be, insolvent; and (x) None the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors. (b) The representations and warranties of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made set forth in this Section 2.03 2.7 shall survive the until termination of this Agreement Agreement, and shall not be waived by inure to the benefit of the Trust Interest Owners and the parties to this Agreement. (c) Neither the Depositor nor any party heretoof its Affiliates shall insure or guarantee distributions on the Trust Interests. Subject to Section 2.7(a) and (b), none of the Trust Interest Owners, the Trustee, or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Trust Interests or the Mortgage Loan.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was benefit of the sole owner and holder of each Mortgage Loan, Certificateholders and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Uncertificated VRR Interest Owner pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeMortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee 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 Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, other parties hereto that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation corporation, duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware, with full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution execution, delivery and delivery performance of this Agreement by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution execution, delivery and delivery performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, under (A) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or Depositor, (B) the certificate of incorporation or bylaws organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (v) there are no actions, suits or proceedings pending or, to the knowledge best of the Depositor’s knowledge, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will will, if determined adversely to the Depositor Depositor, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the transfer and assignment ability of the Mortgage Loans Depositor to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementperform its obligations hereunder; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee actions taken pursuant to this Agreement, the Depositor has not pledgedtaken no action to impair or encumber the title to the Trust Loan or to subject it to any offsets, assigned, sold, granted a security interest in, defenses or otherwise conveyed any counterclaims during the Depositor’s ownership thereof; (viii) the Depositor is accounting for the transfer of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against Trust Loan as a sale under generally accepted accounting principles and, for federal income tax purposes; (ix) the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating is not, and, after giving effect to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is transfers contemplated under this Agreement, will not aware of any judgment or tax lien filings against the Depositor;be, insolvent; and (x) None the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors. (b) The representations and warranties of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made set forth in this Section 2.03 2.5 shall survive the until termination of this Agreement Agreement, and shall not be waived by inure to the benefit of the Certificateholders, the Certificate Administrator, the Trustee, the Servicer and the Special Servicer. (c) Neither the Depositor nor any party heretoof its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.6(a) and (b), neither the Certificateholders nor the Trustee or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Trust Loan except as expressly set forth herein.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for Trust and the benefit Trustee on behalf of the Certificateholders, and to the Master Servicer and the Securities Administrator, Certificateholders as of the Closing Date or such other date as is specified, thatfollows: (i) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the execution and delivery by performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor of this Agreement have been duly authorized is a party or by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreementwhich it or its properties may be bound, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or which default might result in a breach ofany material adverse changes in the financial condition, earnings, affairs or constitute a default under, any business of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its which might materially and adversely affect the properties or the certificate of incorporation or bylaws assets, taken as a whole, of the Depositor; (iiivii) the The execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby thereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the articles of incorporation or affecting by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or or, to the Depositor's knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement Agreement, as the case may be; or (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and Servicer, the Securities Administrator, Administrator and any NIMS Insurer as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer Servicer, the Credit Risk Manager and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of each Transferor with respect to the UCC), in the related Mortgage Loans in favor the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee, which security interest is prior any Certificateholder or any NIMS Insurer hereunder shall be their rights to all other liens, and is enforceable as such against creditors of and purchasers from enforce the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning obligations of the applicable UCC; (ix) Other than Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that, except as otherwise provided in the security interest or ownership interest granted to the Trustee pursuant to this Mortgage Loan Sale Agreement, the Depositor has Seller shall not pledged, assigned, sold, granted have any obligation or liability with respect to any breach of a security interest in, representation or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering warranty made by it with respect to the Mortgage Loans other than sold by it if the fact, condition or event constituting such breach also constitutes a financing statement relating breach of a representation or warranty made by the applicable Transferor in the applicable Transfer Agreement, without regard to the security interest granted to the Trustee hereunder whether such Transferor fulfills its contractual obligations in respect of such representation or that has been terminatedwarranty. The Trustee further acknowledges that the Depositor is not aware shall have no obligation or liability with respect to any breach of any judgment representation or tax lien filings against the Depositor; (x) None of warranty with respect to the Mortgage Loans have (except as set forth in Section 2.03(a)(vi)) under any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for Trust and the benefit Trustee on behalf of the Certificateholders, and to the Master Servicer and the Securities Administrator, Certificateholders as of the Closing Date or such other date as is specified, thatfollows: (i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by a Seller, as set forth in the Mortgage Loan Purchase Agreement) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly formed and is a corporation duly organized, validly existing and as a limited liability company in good standing under the laws governing its creation and existence and has of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) The Depositor is not in violation of its certificate of formation or limited liability company agreement or in default in the execution and delivery by performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor of this Agreement have been duly authorized is a party or by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreementwhich it or its properties may be bound, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or which default might result in a breach ofany material adverse changes in the financial condition, earnings, affairs or constitute a default under, any business of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its which might materially and adversely affect the properties or the certificate of incorporation or bylaws assets, taken as a whole, of the Depositor; (iiivii) the The execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby thereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the certificate of formation or affecting limited liability company agreement of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or or, to the Depositor’s knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement or Agreement, as the case may be; (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for Trust and the benefit Trustee on behalf of the Certificateholders, and to the Master Servicer and the Securities Administrator, Certificateholders as of the Closing Date or such other date as is specified, thatfollows: (i) this agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general an except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) as of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) the Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) the Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) the execution and delivery by the Depositor is not in violation of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor; (iiivii) the execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby hereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the certificate of incorporation or affecting by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) to the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or “blue sky” laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) there are no actions, proceedings or investigations pending before or or, to the Depositor’s knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement Agreement, as the case may be; or (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for Trust and the benefit Trustee on behalf of the Certificateholders, and to the Master Servicer and the Securities Administrator, Certificateholders as of the Closing Date or such other date as is specified, thatfollows: (i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) the execution and delivery by the The Depositor is not in violation of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor; (iiivii) the The execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby thereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the certificate of incorporation or affecting by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or or, to the Depositor's knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement or Agreement, as the case may be; (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to each of the Trustee, other parties hereto and for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware. (ii) The Depositor's execution and delivery of, performance under, and compliance with this Agreement, will not violate the Depositor'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 agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Depositor, is likely to affect materially and adversely the ability of the Depositor to perform its creation and existence and obligations under this Agreement. (iii) The Depositor has the full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under consummate all transactions contemplated by this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been has duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor andthis Agreement. This Agreement, assuming due authorization, execution and delivery by each of the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a valid valid, legal and binding obligation of the Depositor Depositor, enforceable against it the Depositor in accordance with its the terms except as such enforceability may be hereof, subject to (A) applicable bankruptcy and insolvency laws bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the enforcement of the creditors' rights of creditors generally generally, and (B) general principles of equity equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) there are no actions, suits or proceedings No litigation is pending or, to the knowledge best of the Depositor's knowledge, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will that, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or that, in the Depositor's good faith and reasonable judgment, is likely to materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its the ability of the Depositor to perform its obligations under this Agreement;. (viv) immediately Immediately prior to the transfer and assignment of the Original Pooled Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Original Pooled Mortgage Loan as was transferred to it by the related Pooled Mortgage LoansLoan Seller pursuant to the related Pooled Mortgage Loan Purchase Agreement. The Depositor has not authorized transferred any of its right, title and interest in and to the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Original Pooled Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and. (xivi) The Depositor has received is transferring all consents of its right, title and approvals required by interest in and to the terms of the Original Pooled Mortgage Loans to convey the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (vii) Except for any actions that are the express responsibility of another party hereunder or under any Pooled Mortgage Loan Purchase Agreement, and further except for actions that the Depositor is expressly permitted to complete subsequent to the Closing Date, the Depositor has taken all actions required under applicable law to effectuate the transfer of all of its right, title and interest in and to the Original Pooled Mortgage Loans hereunder by the Depositor to the Trustee. . (viii) No consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Depositor of the transactions contemplated herein, except for (A) those consents, approvals, licenses, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement and (B) those filings and recordings of the Depositor and assignments thereof that are contemplated by this Agreement to be completed after the Closing Date. (b) The foregoing representations made and warranties of the Depositor set forth in this Section 2.03 2.04(a) shall survive the termination execution and delivery of this Agreement and shall not be waived 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 any party hereto of any breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, Certificateholders and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of the UCC), in Transferor with respect to the related Mortgage Loans in favor the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the Trusteedate specified in the applicable Transfer Agreement (or underlying agreement, which security interest if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to all other liens, and is enforceable as such against creditors a Mortgage Loan constitutes a breach of and purchasers from the Depositor; both (viiii) The Mortgage Notes constitute “instruments” within the meaning a representation or warranty of the applicable UCC; Transferor under the applicable Transfer Agreement and (ixii) Other than a representation or warranty of the security interest or ownership interest granted to Seller under the Trustee pursuant to this Mortgage Loan Sale Agreement, the Depositor has not pledgedonly right or remedy of the Trustee or any Certificateholder hereunder (other than a breach by the Seller of the representations made pursuant to Sections 1.04(b)(xii), assigned1.04(b)(xvii), sold1.04(b)(xviii), granted a security interest in, or otherwise conveyed any 1.04(b)(ix) and 1.04(b)(xx) of the Mortgage Loans. The Depositor has not authorized Loan Sale Agreement) shall be their rights to enforce the filing of and is not aware of any financing statement against the Depositor that includes a description obligations of the collateral covering the Mortgage Loans other than a financing statement relating applicable Transferor under any applicable representation or warranty made by it. Pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans Loan Sale Agreement, the representations and warranties made by the Seller pursuant to convey Sections 1.04(b)(xii), 1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(ix) and 1.04(b)(xx) of the Mortgage Loan Sale Agreement shall be the direct obligations of the Seller. With the exception of the immediately proceeding sentence, the Seller shall not have any other obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans hereunder sold by it if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the applicable Transferor in the applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Trustee. The foregoing representations made Mortgage Loans (except as set forth in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by 2.03(a)(vi)) under any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer Swap Provider and the Securities Administrator, Trustee that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the TrusteeServicer, the Master Servicer Seller and the Securities AdministratorTrustee, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of had good title to each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This this Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The the Mortgage Notes Loans constitute “instruments” within the meaning of the applicable UCC; (ix) Other other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None none of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and; (xi) The the Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive ; and (xii) the termination Trust is a common law trust duly organized and validly existing under the laws of this Agreement and shall not be waived by any party heretothe state of New York.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 Companion Loan Holder) of a breach of any of the representations made and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall survive give prompt written notice to the termination other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of this Agreement and shall not be waived by any party heretoa Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, any NIMS Insurer as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities AdministratorCredit Risk Manager, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of each Transferor with respect to the UCC), in the related Mortgage Loans in favor the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee, which security interest is prior any Certificateholder or any NIMS Insurer hereunder shall be their rights to all other liens, and is enforceable as such against creditors of and purchasers from enforce the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning obligations of the applicable UCC; (ix) Other than Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that, except as otherwise provided in the security interest or ownership interest granted to the Trustee pursuant to this Mortgage Loan Sale Agreement, the Depositor has Seller shall not pledged, assigned, sold, granted have any obligation or liability with respect to any breach of a security interest in, representation or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering warranty made by it with respect to the Mortgage Loans other than sold by it if the fact, condition or event constituting such breach also constitutes a financing statement relating breach of a representation or warranty made by the applicable Transferor in the applicable Transfer Agreement, without regard to the security interest granted to the Trustee hereunder whether such Transferor fulfills its contractual obligations in respect of such representation or that has been terminatedwarranty. The Trustee further acknowledges that the Depositor is not aware shall have no obligation or liability with respect to any breach of any judgment representation or tax lien filings against the Depositor; (x) None of warranty with respect to the Mortgage Loans have (except as set forth in Section 2.03(a)(vi)) under any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Trustee as of the Closing Date or such other date as is specified, thatfollows: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware with full corporate power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement, and to create the trust pursuant hereto;. (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this This Agreement has been duly authorized, executed and delivered by the Depositor andand constitutes the legal, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation agreement of the Depositor Depositor, enforceable against it in accordance with its terms terms, except as such enforceability enforcement hereof may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of the creditors' rights of creditors generally and (B) or by general principles of equity equity, regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law;. (viii) there Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter or by-laws of the Depositor or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, or any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iv) There are no actions, suits actions or proceedings pending against, or investigations of, the Depositor pending, or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositorthreatened, before or by any court, administrative agency, arbitrator agency or governmental body other tribunal (A) with respect asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, or (BC) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it the validity or its business, enforceability of this Agreement or the Certificates. (v) The Distribution Account constitutes a "deposit account" (as defined in Section 9-102(a)(29) of the UCC). The Securities Account constitutes a "securities account" (as defined in Section 8-501(a) of the UCC). The Deposited Underlying Certificates have been credited to the Securities Account. The Securities Intermediary has agreed to treat all assets credited to the Securities Account as "financial assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;" (as defined in Section 8-102(a)(9) of the UCC). (vi) immediately prior This Agreement is an agreement pursuant to which the Securities Intermediary or the Bank, as the case may be, has agreed to comply with all instructions or directions originated by the Trustee relating to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, Distribution Account and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided Securities Account without further consent by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;Depositor. (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined Neither the Distribution Account nor the Securities Account is in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware name of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person person other than the Trustee; and (xi) The Depositor has received all consents . It is understood and approvals required by agreed that the terms representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Loans to convey the Mortgage Loans hereunder Trust Fund to the Trustee. The Upon discovery by the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations made in this Section 2.03 and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall survive give prompt written notice to the termination of this Agreement other party and shall not be waived by any party heretoto the Rating Agencies.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was benefit of the sole owner and holder of each Mortgage Loan, Certificateholders and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Uncertificated VRR Interest Owners pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeMortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders and the Uncertificated VRR Interest Owners free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee 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 Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities AdministratorServicer, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities AdministratorServicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy 's Title Insurance Policy or attorney’s 's opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined warranties of each Transferor with respect to the related Mortgage Loans in the UCCapplicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, in condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of Xxxxxx Brothers Holdings under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that Xxxxxx Brothers Holdings shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans in favor if the fact, condition or event constituting such breach also constitutes a breach of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of a representation or warranty made by the applicable UCC; (ix) Other than Transferor in the security interest or ownership interest granted to the Trustee pursuant to this applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor has not pledged, assigned, sold, granted a security interest in, shall have no obligation or otherwise conveyed liability with respect to any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware breach of any financing statement against the Depositor that includes a description of the collateral covering representation or warranty with respect to the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of (except as set forth in Section 2.03(a)(vi)) under any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Administrator as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes Loans constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Trustee that as of the Closing Date or as of such other date as is specified, thatspecifically provided herein or in the applicable Series Supplement: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create of the trust pursuant heretoState of Delaware; (ii) with respect to each Series Supplement, to the Depositor's knowledge, the information set forth in Schedule I attached thereto with respect to each Underlying Security is true and correct in all material respects at the date or dates, respecting which, such information is furnished; (iii) the execution and delivery of this Trust Agreement by the Depositor and its performance of and compliance with the terms of this Trust Agreement will not violate the Depositor's articles of incorporation or By-laws 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 or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or which may be applicable to the Depositor or any of its assets; (iv) the Depositor has the full power and authority to enter into and consummate all transactions contemplated by this Trust Agreement, has duly authorized the execution, delivery and performance of this Trust Agreement and has duly executed and delivered this Trust Agreement. This Trust Agreement, upon its execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administratorwill constitute a valid, constitutes a valid legal and binding obligation of the Depositor Depositor, enforceable against it in accordance with its the terms hereof, except as such enforceability enforcement may be subject limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to (A) applicable bankruptcy and insolvency laws and other similar laws or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law;); and (v) there are no actionsany additional representations and warranties, suits or proceedings pending orif any, to the knowledge of the Depositor, threatened or likely to that may be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which specified in the judgment applicable Series Supplement. It is understood and agreed that the representations and warranties of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made set forth in this Section 2.03 shall survive delivery of the termination of this Agreement respective documents to the Trustee and shall not be waived inure to the benefit of the Trustee on behalf of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders, the party heretodiscovering such breach shall give prompt written notice thereof to the other party.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of each Transferor with respect to the UCC), in the related Mortgage Loans in favor the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the Trusteedate specified in the applicable Transfer Agreement (or underlying agreement, which security interest if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to all other liens, and is enforceable as such against creditors a Mortgage Loan constitutes a breach of and purchasers from the Depositor; both (viiii) The Mortgage Notes constitute “instruments” within the meaning a representation or warranty of the applicable UCC; Transferor under the applicable Transfer Agreement and (ixii) Other than a representation or warranty of the security interest or ownership interest granted to Seller under the Trustee pursuant to this Mortgage Loan Sale Agreement, the Depositor has not pledgedonly right or remedy of the Trustee or any Certificateholder hereunder (other than a breach by the Seller of the representations made pursuant to Sections 1.04(b)(xii), assigned1.04(b)(xiii), sold1.04(b)(xiv), granted a security interest in, or otherwise conveyed any 1.04(b)(xv) and 1.04(b)(xvi) of the Mortgage Loans. The Depositor has not authorized Loan Sale Agreement) shall be their rights to enforce the filing of and is not aware of any financing statement against the Depositor that includes a description obligations of the collateral covering the Mortgage Loans other than a financing statement relating applicable Transferor under any applicable representation or warranty made by it. Pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans Loan Sale Agreement, the representations and warranties made by the Seller pursuant to convey Sections 1.04(b)(xii), 1.04(b)(xiii), 1.04(b)(xiv), 1.04(b)(xv) and 1.04(b)(xvi) of the Mortgage Loan Sale Agreement shall be the direct obligations of the Seller. With the exception of the immediately proceeding sentence, the Seller shall not have any other obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans hereunder sold by it if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the applicable Transferor in the applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Trustee. The foregoing representations made Mortgage Loans (except as set forth in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by 2.03(a)(vi)) under any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer Owner Trustee and the Securities Administrator, Trust Administrator as of the Closing Date or such other date Date, as is specified, thatfollows: (ia) the The Depositor is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate of the State of Delaware, with power and authority to own its property, properties and to carry on conduct its business as such properties are currently owned and such business is presently conducted, to enter into conducted and perform its obligations under this Agreementhad at all relevant times, and now has, power, authority and the legal right to create acquire and own the trust pursuant hereto;Mortgage Loans. (iib) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the execution ownership or lease of property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and delivery by authority to execute and deliver any Operative Agreement to which it is a party and to carry out its terms; the Depositor of this Agreement have been has full power and authority to sell and assign the Collateral to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such assignment and deposit to the Trust by all necessary corporate action on the part of the Depositoraction; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance of this Agreement or any other Operative Agreement to which it is a party has been duly authorized by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other by all necessary corporate action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming the due authorization, execution and delivery of each such agreement by the Trusteeother parties thereto, the Master Servicer and the Securities Administrator, each such agreement constitutes a valid and binding obligation of the Depositor Depositor, enforceable against it the Depositor in accordance with its terms terms, except as such enforceability enforcement thereof may be subject to (A) applicable bankruptcy and insolvency laws and or limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws relating to or affecting the enforcement creditors’ rights generally and by general equitable principles. (d) The consummation of the rights transactions contemplated by this Agreement and the fulfillment of creditors generally the terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (Bwith or without notice or lapse of time) general principles a default under, the certificate of equity regardless incorporation or by-laws of whether the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such enforcement is considered in a proceeding in equity indenture, agreement or at law;other instrument (other than pursuant to the Operative Agreements); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (ve) there There are no actionsproceedings or investigations, suits or proceedings pending or, to the best knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, regulatory body, administrative agencyagency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any other Operative Agreement to which the Depositor is a party, arbitrator or governmental body (Aii) with respect seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (B) with respect to any other matter Operative Agreement to which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor is a party or (iii) seeking any determination or ruling that might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability the validity or enforceability of, this Agreement or any other Operative Agreement to perform its obligations under this Agreement;which the Depositor is a party. (vif) immediately prior The representations and warranties of the Depositor made pursuant to the transfer Transfer and assignment Servicing Agreement are true and correct. (g) This Agreement is not required to be qualified under the Trust Indenture Act of the Mortgage Loans to the Trustee1939, the Depositor was the sole owner and holder of each Mortgage Loanas amended, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments Trust is not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended required to be provided by registered as an “investment company” under the MortgageInvestment Company Act of 1940, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretoamended.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and Trust Subordinate Companion Loan in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation Trust Subordinate Companion Loan or the ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits The Depositor is not transferring the Mortgage Loans or proceedings pending or, the Trust Subordinate Companion Loan to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately prior to the transfer and assignment No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy are pending or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementcontemplated; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in Immediately prior to the UCC), in transfer of the Mortgage Loans in favor of and the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted Trust Subordinate Companion Loan to the Trustee for the benefit of the Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan and Trust Subordinate Companion Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating and Trust Subordinate Companion Loan (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans and the Trust Subordinate Companion Loan (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeMortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee in any 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 Depositor. The Depositor hereby represents, warrants and covenants to the Trustee, the Master Servicer, the Securities Administrator and each Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and of the State of Delaware; (b) The Depositor has full the corporate power and authority to own its propertyconvey the Mortgage Loans and to execute, to carry on its business as presently conducteddeliver and perform, and to enter into and perform its obligations under consummate the transactions contemplated by, this Agreement, and to create the trust pursuant hereto; (iic) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this This Agreement has been duly and validly authorized, executed and delivered by the Depositor Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a or will constitute the legal, valid and binding obligation agreement of the Depositor Depositor, enforceable against it the Depositor in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (vd) there No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date; (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the Depositor or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings pending orbefore or against or investigations of, the Depositor pending, or to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositorthreatened, before or by any court, administrative agencyagency or other tribunal, arbitrator or governmental body (A) with respect to and no notice of any of the transactions contemplated by this Agreement or (B) with respect to any other matter which such action, which, in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor Depositor's reasonable judgment, might materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform the performance by the Depositor of its obligations under this Agreement, or the validity or enforceability of this Agreement; (vig) immediately The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder; and (h) Immediately prior to the transfer and assignment of by the Mortgage Loans Depositor to the TrusteeTrustee on the Closing Date, the Depositor had good title to, and was the sole owner and holder of each Mortgage Loan, free of any interest of any other Person, and the Depositor had good has transferred all right, title and marketable title thereto, and had full right to transfer and sell interest in each Mortgage Loan to the Trustee free Trustee. The transfer of each Mortgage Note and cleareach Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if for the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date Certificateholders, all right, title, and interest of recording the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of such Mortgage acceptable to mortgage lending institutions in the area in which Certificateholders, the related Mortgaged Property is located and specifically security interest referred to in Section 12.04. It is understood and agreed that the lender’s title insurance policy or attorney’s opinion of title representations, warranties and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made covenants set forth in this Section 2.03 2.06 shall survive delivery of the termination of this Agreement respective Custodial Files to each Custodian and shall not be waived by any party heretoinure to the benefit of the Trustee and each Servicer.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and Trust Subordinate Companion Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation Trust Subordinate Companion Loans or the ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits The Depositor is not transferring the Mortgage Loans or proceedings pending or, the Trust Subordinate Companion Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately prior to the transfer and assignment No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy are pending or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementcontemplated; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in Immediately prior to the UCC), in transfer of the Mortgage Loans in favor of and the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted Trust Subordinate Companion Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan and Trust Subordinate Companion Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating and Trust Subordinate Companion Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans and the Trust Subordinate Companion Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeMortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee in any 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 Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholdersto, and to covenants, with the Servicer, the Sponsor, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee as follows, as of the date hereof and as of the Closing Date or such other date as is specified, thatDate: (i) the The Depositor is duly organized and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence of the State of Delaware and has full corporate power and authority (corporate and other) necessary to own or hold its property, properties and to carry on conduct its business as presently conducted, now conducted by it and to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto;. (ii) The Depositor has the execution full corporate power and delivery by authority to execute, deliver and perform, and to enter into and consummate the Depositor of transactions contemplated by, this Agreement have been and has duly authorized authorized, by all necessary corporate action on its part, the part execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor; neither , enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, moratorium receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and further subject to public policy with respect to indemnity and contribution under applicable securities law. (iii) The execution and delivery of this AgreementAgreement by the Depositor, nor the consummation of the transactions herein contemplatedcontemplated by this Agreement, nor and the fulfillment of or compliance with the provisions hereofterms hereof are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, will conflict with result in a material breach, violation or acceleration of, or result in a breach of, or constitute a material default under, the terms of any other material agreement or instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor’s ability to perform or meet any of its obligations under this Agreement. (iv) No litigation is pending, or, to the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws best of the Depositor;’s knowledge, threatened, against the Depositor that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Depositor to perform its obligations under this Agreement in accordance with the terms hereof. (iiiv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of of, or compliance by the Depositor with, this Agreement and or the consummation of the transactions contemplated hereby do not require the consent hereby, or approval ofif any such consent, approval, authorization or order is required, the giving of notice to, Depositor has obtained the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior same. The Depositor hereby represents and warrants to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation Trustee as of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actionsClosing Date, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to following the transfer and assignment of the Mortgage Loans to it by the TrusteeSponsor, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good title to the Mortgage Loans and marketable title theretothe related Mortgage Notes were subject to no offsets, claims, defenses or counterclaims. It is understood and had full right to transfer agreed that the representations and sell each warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Loan Files to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if or the related Mortgaged Property is a condominium unit, any lien Custodian for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as the benefit of the date Certificateholders. Upon discovery by the Depositor, the Servicer, the Master Servicer or the Trustee of recording a breach of such Mortgage acceptable to mortgage lending institutions in representations and warranties, the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered party discovering such breach shall give prompt written notice to the originator of such Mortgage Loan, others and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretoRating Agency.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Trustee that as of the Closing Date or as of such other date as is specified, thatspecifically provided herein: (ia) the The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware with full corporate power and authority to own its property, to carry on its business as presently conducted, (corporate and other) to enter into and perform its obligations under this the Trust Agreement, and to create the trust pursuant hereto; (iib) The Trust Agreement has been duly executed and delivered by the Depositor, and, assuming due authorization, execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on Trustee, the part Securities Administrator and the Master Servicer, constitutes a legal, valid and binding agreement of the Depositor; neither the execution , enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and delivery to general principles of this Agreement, nor the consummation equity regardless of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result whether enforcement is sought in a breach of, proceeding in equity or constitute a default under, any of the provisions of any at law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iiic) the The execution, delivery and performance by the Depositor of this the Trust Agreement and the consummation of the transactions contemplated hereby thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofthereof; (ivd) The execution and delivery of this Trust Agreement has have been duly executed and delivered authorized by all necessary corporate action on the Depositor and, assuming due authorization, part of the Depositor; neither the execution and delivery by the TrusteeDepositor of the Trust Agreement, nor the Master Servicer and consummation by the Securities AdministratorDepositor of the transactions therein contemplated, constitutes nor consummation of the transactions therein contemplated, nor compliance by the Depositor with the provisions thereof, will conflict with or result in a valid and binding obligation breach of, or constitute a default under, any of the provisions of the articles of incorporation or by-laws of the Depositor enforceable against it in accordance with or any law, governmental rule or regulation or any judgment, decree or order binding on the Depositor or any of its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement properties, or any of the rights provisions of creditors generally and (B) general principles any indenture, mortgage, deed of equity regardless of whether such enforcement trust, contract or other instrument to which the Depositor is considered in a proceeding in equity party or at lawby which it is bound; (ve) there There are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this the Trust Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this the Trust Agreement; (vif) immediately prior to Except for the transfer and assignment of the Mortgage Loans sale to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments has not yet due and payable and, if assigned or pledged any mortgage note or the related Mortgaged Property is a condominium unit, mortgage or any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementtherein; (viig) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), The Depositor has acquired its ownership in the Mortgage Loans in favor good faith and without notice of the Trusteeany adverse claim; and (h) The Depositor has not canceled, which security interest is prior to all other lienssatisfied or subordinated in whole or in part, or rescinded any Mortgage, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledgedreleased any Mortgaged Premises from the lien of the related mortgage, assignedin whole or in part, soldnor has the Depositor executed an instrument that would effect any such release, granted cancellation, subordination or rescission (except in connection with an assumption agreement or other agreement offered by the related federal insurer, to the extent such approval was required). It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the respective Trustee Mortgage Loan Files to the Trustee (or the Custodian) and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Depositor, the Master Servicer, the Securities Administrator or the Trustee of a security interest inbreach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Trust Agreement, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Depositor set forth in Section 2.03(d) to cure or repurchase a Mortgage Loan constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.04. It is further understood and agreed that the Depositor shall be deemed not to have made the representations and warranties in this Section 2.04 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.04, by the Servicer in any Servicing Agreement or the Seller in any Sale Agreement assigned to the Trustee. It is understood and agreed that the Depositor has made no representations or warranties to the Trust other than those contained in this Section 2.04 and any Assignment Agreement. GSMC has made no representations or warranties to the Trust other than those in any Assignment Agreement, or otherwise conveyed in any Sale Agreement under which GSMC is acting as Seller, and no other Affiliate of the Depositor has made any representations or warranty of any kind to the Trustee. Neither the Depositor, GSMC, nor any of the Mortgage Loans. The Depositor has not authorized the filing directors, officers, employees or agents of and is not aware of either such entity shall be under any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating liability to the security interest granted to Trust or the Trustee hereunder or that has been terminated. The Depositor is not aware of Certificateholders and all such Persons shall be indemnified and held harmless by the Trust for any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have claims, losses, penalties, forfeitures, legal fees and related costs, judgments, and any marks or notations indicating other costs, fees and expenses that such Mortgage Loans have been pledgedPersons may sustain as a result of or arising out of or based upon any breach of a representation, assigned warranty or otherwise conveyed covenant made by any Servicer or Seller or any failure by any Servicer or Seller to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by perform its obligations in strict compliance with the terms of the Mortgage Loans related Servicing or Sale Agreement or the failure of the Securities Administrator or the Trustee to convey perform its duties hereunder; provided, however, that this provision shall not protect the Mortgage Loans hereunder to the Trustee. The foregoing Depositor against any breach of warranties or representations made in this Section 2.03 shall survive 2.04 herein, or the termination Depositor against any breach of this representations or warranties made in any Assignment Agreement and shall not be waived by any party heretoor Sale Agreement.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities AdministratorServicer, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities AdministratorServicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined warranties of each Transferor with respect to the related Mortgage Loans in the UCCapplicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, in condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of LBH under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee’s right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that LBH shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans in favor if the fact, condition or event constituting such breach also constitutes a breach of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of a representation or warranty made by the applicable UCC; (ix) Other than Transferor in the security interest or ownership interest granted to the Trustee pursuant to this applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor has not pledged, assigned, sold, granted a security interest in, shall have no obligation or otherwise conveyed liability with respect to any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware breach of any financing statement against the Depositor that includes a description of the collateral covering representation or warranty with respect to the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of (except as set forth in Section 2.03(a)(vi)) under any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, other parties hereto and for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Certificateholders that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation corporation, duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of North Carolina, with full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution execution, delivery and delivery performance of this Agreement by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution execution, delivery and delivery performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, under (A) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or Depositor, (B) the certificate of incorporation or bylaws organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (v) there are no actions, suits or proceedings pending or, to the knowledge best of the Depositor’s knowledge, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will will, if determined adversely to the Depositor Depositor, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the transfer and assignment ability of the Mortgage Loans Depositor to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementperform its obligations hereunder; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee actions taken pursuant to this Agreement, the Depositor has not pledgedtaken no action to impair or encumber the title to the Mortgage Loan or to subject it to any offsets, assigned, sold, granted a security interest in, defenses or otherwise conveyed any counterclaims during the Depositor’s ownership thereof; (viii) the Depositor is accounting for the transfer of the Mortgage Loans. The Depositor has not authorized the filing of Loan as a sale under generally accepted accounting principles and is not aware of any financing statement against for federal income tax purposes; (ix) the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating is not, and, after giving effect to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is transfers contemplated under this Agreement, will not aware of any judgment or tax lien filings against the Depositor;be, insolvent; and (x) None the Depositor has not transferred the Mortgage Loan with an intent to hinder, delay or defraud its creditors. (b) The representations and warranties of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made set forth in this Section 2.03 2.7 shall survive the until termination of this Agreement Agreement, and shall not be waived by inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer. (c) Neither the Depositor nor any party heretoof its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.8(a) and (b), none of the Certificateholders, the Trustee, or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Mortgage Loan.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for Trust and the benefit Trustee on behalf of the Certificateholders, and to the Master Servicer and the Securities Administrator, Certificateholders as of the Closing Date or such other date as is specified, thatfollows: (i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware, with full corporate power and authority to own its property, to carry on assets and conduct its business as presently being conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (iivi) the execution and delivery by the The Depositor is not in violation of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor; (iiivii) the The execution, delivery and performance by the Depositor of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby thereby, do not require and will not result in a material breach or violation of any of the consent terms or approval provisions of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened constitute a default under, any indenture, mortgage, deed of trust, loan agreement or likely other agreement or instrument to be assertedwhich the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, against nor will such actions result in any violation of the provisions of the articles of incorporation or affecting by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or or, to the Depositor's knowledge, threatened by any court, administrative agencyagency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, arbitrator results of operations or governmental body financial condition of the Depositor; (Ab) with respect asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement or Agreement, as the case may be; (Bd) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor might materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or adversely affect its ability to perform its obligations under the validity or enforceability of, this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, Owner Trustee that: (i) the Depositor has been duly organized and is a corporation duly organized, validly existing and as a limited liability company in good standing under the laws governing of the State of Delaware, has the power, authority and legal right to own its creation properties and existence to conduct its business as such properties are currently owned and such business is currently conducted, and has full corporate the power, authority and legal right to acquire, own and sell the Receivables; (ii) the Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this AgreementAgreement and the other Transaction Documents to which it is a party, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositorlimited liability company action; (iiiiv) the execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby do and thereby and the fulfillment of the terms hereof and thereof will not require the consent or approval of, the giving of notice to, the registration conflict with, or the taking result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other action instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in respect ofthe creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Agreement), or violate any statelaw, order, rule or regulation applicable to the Depositor or its properties of any federal or state regulatory body, court, administrative agency or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by instrumentality having jurisdiction over the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation or any of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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 lawproperties; (v) there are no actions, suits proceedings or proceedings investigations pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, Depositor before or by any court, regulatory body, administrative agency, arbitrator agency or other governmental body instrumentality having jurisdiction over the Depositor or its properties (A) with respect asserting the invalidity of this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Sale and Servicing Agreement, the Indenture or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or the validity or enforceability of, this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect its ability to perform its obligations under this Agreement;the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) immediately prior to the transfer representations and assignment warranties of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as in Section 3.1 of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located Receivables Purchase Agreement are true and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocorrect.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and Trust Subordinate Companion Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation Trust Subordinate Companion Loans or the ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits The Depositor is not transferring the Mortgage Loans or proceedings pending or, the Trust Subordinate Companion Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately prior to the transfer and assignment No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy are pending or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementcontemplated; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in Immediately prior to the UCC), in transfer of the Mortgage Loans in favor of and the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted Trust Subordinate Companion Loans to the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan and the Trust Subordinate Companion Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating and the Trust Subordinate Companion Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans and the Trust Subordinate Companion Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeMortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee in any 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 Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Administrator as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s 's title insurance policy or attorney’s 's opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the "UCC"), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes Loans constitute “"instruments” " within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall survive give prompt written notice to the termination other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of this Agreement and shall not be waived by any party heretoa CCR Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, Certificateholders and to the Master Servicer and the Securities AdministratorServicer, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities AdministratorServicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy 's Title Insurance Policy or attorney’s 's opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined warranties of each Transferor with respect to the related Mortgage Loans in the UCCapplicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, in condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of Xxxxxx Capital under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that Xxxxxx Capital shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans in favor if the fact, condition or event constituting such breach also constitutes a breach of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of a representation or warranty made by the applicable UCC; (ix) Other than Transferor in the security interest or ownership interest granted to the Trustee pursuant to this applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor has not pledged, assigned, sold, granted a security interest in, shall have no obligation or otherwise conveyed liability with respect to any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware breach of any financing statement against the Depositor that includes a description of the collateral covering representation or warranty with respect to the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of (except as set forth in Section 2.03(a)(vi)) under any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents represents, warrants and warrants covenants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities AdministratorUnaffiliated Seller, as of the date of execution of this Agreement and the Closing Date or such other date as is specifiedDate, that: (ia) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and of the State of Delaware; (b) The Depositor has full the corporate power and authority to own its propertypurchase each Mortgage Loan and to execute, to carry on its business as presently conducteddeliver and perform, and to enter into and perform its obligations under consummate all the transactions contemplated by this Agreement, and to create the trust pursuant hereto; (iic) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this This Agreement has been duly and validly authorized, executed and delivered by the Depositor Depositor, and, assuming the due authorization, execution and delivery hereof by the Trustee, the Master Servicer and the Securities AdministratorUnaffiliated Seller, constitutes a the legal, valid and binding obligation agreement of the Depositor Depositor, enforceable against it the Depositor in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (vd) there are no actionsNo consent, suits approval, authorization or proceedings pending ororder of or registration or filing with, to or notice to, any governmental authority or court is required for the knowledge execution, delivery and performance of or compliance by the Depositor, threatened Depositor with this Agreement or likely to be asserted, against or affecting the Depositor, before or consummation by any court, administrative agency, arbitrator or governmental body (A) with respect to the Depositor of any of the transactions contemplated by this Agreement hereby, except such as have been made on or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely prior to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this AgreementClosing Date; (vie) immediately prior to The Depositor has filed or will file the transfer Prospectus and assignment Prospectus Supplement with the Commission in accordance with Rule 424(b) under the Securities Act; and (f) None of the execution and delivery of this Agreement, the purchase of the Mortgage Loans to from the TrusteeUnaffiliated Seller, the Depositor was consummation of the sole owner other transactions contemplated hereby, or the fulfillment of or compliance with the terms and holder conditions of each Mortgage Loanthis Agreement, and (i) conflicts or will conflict with the charter or bylaws of the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is or conflicts or will conflict with or results or will result in a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation breach of, or agreement withconstitutes or will constitute a default or results or will result in an acceleration under, any term, condition or provision of any indenture, deed of trust, contract or other party, agreement or other instrument to sell which the Depositor is a party or by which it is bound and assign each Mortgage Loan pursuant which is material to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware (ii) results or will result in a violation of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder law, rule, regulation, order, judgment or that has been terminated. The Depositor is not aware decree of any judgment court or tax lien filings against governmental authority having jurisdiction over the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and Servicer, the Securities Administrator, Administrator and any NIMS Insurer as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer Servicer, the Credit Risk Manager and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of the UCC), in Transferor with respect to the related Mortgage Loans in favor the Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Transferor under the Transfer Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee, which security interest is prior any Certificateholder or any NIMS Insurer hereunder shall be their rights to all other liens, and is enforceable as such against creditors of and purchasers from enforce the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning obligations of the Transferor under any applicable UCC; (ix) Other than representation or warranty made by it. The Trustee acknowledges that, except as otherwise provided in the security interest or ownership interest granted to the Trustee pursuant to this Mortgage Loan Sale Agreement, the Depositor has Seller shall not pledged, assigned, sold, granted have any obligation or liability with respect to any breach of a security interest in, representation or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering warranty made by it with respect to the Mortgage Loans other than sold by it if the fact, condition or event constituting such breach also constitutes a financing statement relating breach of a representation or warranty made by the Transferor in the Transfer Agreement, without regard to the security interest granted to the Trustee hereunder whether such Transferor fulfills its contractual obligations in respect of such representation or that has been terminatedwarranty. The Trustee further acknowledges that the Depositor is not aware shall have no obligation or liability with respect to any breach of any judgment representation or tax lien filings against the Depositor; (x) None of warranty with respect to the Mortgage Loans have (except as set forth in Section 2.03(a)(vi)) under any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 Companion Loan Holder) of a breach of any of the representations made and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall survive give prompt written notice to the termination other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of this Agreement and shall not be waived by any party heretoa Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer Swap Provider and the Securities Administrator, Administrator that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer Servicer, the Seller and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of had good title to each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This this Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The the Mortgage Notes Loans constitute “instruments” within the meaning of the applicable UCC; (ix) Other other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None none of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and; (xi) The the Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive ; and (xii) the termination Trust is a common law trust duly organized and validly existing under the laws of this Agreement and shall not be waived by any party heretothe state of New York.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 Companion Loan Holder), without implying any duty of any party to investigate or discover, of a breach of any of the representations made and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall survive give prompt written notice to the termination other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of this Agreement and shall not be waived by any party heretoa Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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) of a breach of any of the representations made and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall survive give prompt written notice to the termination other parties hereto, each Certifying Certificateholder and, prior to the occurrence and continuance of this Agreement and shall not be waived by any party heretoa Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation limited liability company duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Trust Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Trust Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Trust Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately prior to the transfer and assignment No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy are pending or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementcontemplated; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in Immediately prior to the UCC), in the Mortgage Loans in favor transfer of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted Trust Loans to the Trustee for the benefit of the Trust Certificateholders and the Uncertificated Interest Owners pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Trust Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized transferred any of its right, title and interest in and to the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering Trust Loans (as such was transferred to it by the Mortgage Loans other than a financing statement relating Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required interest in and to the Trust Loans (as such was transferred to it by the terms Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Mortgage Loans to convey Trust Certificateholders and the Mortgage Loans hereunder to Uncertificated Interest Owners free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the TrusteeDepositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 Trust Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by any party to this Agreement, the Trust Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced 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 and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable UCC), ,) in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes Loans constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have has any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall survive give prompt written notice to the termination other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of this Agreement and shall not be waived by any party heretoa Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, other parties hereto that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation Delaware limited liability company, duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware, with full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution execution, delivery and delivery performance of this Agreement by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution execution, delivery and delivery performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, under (A) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or Depositor, (B) the certificate of incorporation or bylaws organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (v) there are no actions, suits or proceedings pending or, to the knowledge best of the Depositor’s knowledge, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will will, if determined adversely to the Depositor Depositor, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the transfer and assignment ability of the Mortgage Loans Depositor to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementperform its obligations hereunder; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Mortgage Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof; (viii) the Depositor is not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any accounting for the transfer of the Mortgage Loans. The Depositor has not authorized Loan as a financing of the filing of Mortgage Loan under generally accepted accounting principles, and is not aware of any financing statement against the Depositor that includes a description will not treat the Mortgage Loan as an asset of the collateral covering Depositor for federal income tax purposes; (ix) the Mortgage Loans other than a financing statement relating Depositor is not, and, after giving effect to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is transfers contemplated under this Agreement, will not aware of any judgment or tax lien filings against the Depositor;be, insolvent; and (x) None the Depositor has not transferred the Mortgage Loan with an intent to hinder, delay or defraud its creditors. (b) The representations and warranties of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made set forth in this Section 2.03 2.6 shall survive the until termination of this Agreement Agreement, and shall not be waived by inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer. (c) Neither the Depositor nor any party heretoof its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.6(a) and (b), neither the Certificateholders nor the Trustee or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Mortgage Loan except as expressly set forth herein.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Master Servicer Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and Trust Subordinate Companion Loan in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation Trust Subordinate Companion Loan or the ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits The Depositor is not transferring the Mortgage Loans or proceedings pending or, the Trust Subordinate Companion Loan to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately prior to the transfer and assignment No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy are pending or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementcontemplated; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in Immediately prior to the UCC), in transfer of the Mortgage Loans in favor of and the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted Trust Subordinate Companion Loan to the Trustee for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan and Trust Subordinate Companion Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating and Trust Subordinate Companion Loan (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xMortgage Loan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans and the Trust Subordinate Companion Loan (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeMortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 made and warranties set forth in this Section 2.03 shall survive which materially and adversely affects the termination interests of this Agreement and shall not be waived by 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 Trustee in any 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 Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and Servicer, the Securities Administrator, Administrator and any NIMS Insurer as of the Closing Date or the applicable Transfer Date, in the case of Subsequent Mortgage Loans, or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer Servicer, the Credit Risk Manager and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of each Transferor with respect to the UCC), in the related Mortgage Loans in favor the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee, which security interest is prior any Certificateholder or any NIMS Insurer hereunder shall be their rights to all other liens, and is enforceable as such against creditors of and purchasers from enforce the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning obligations of the applicable UCC; (ix) Other than Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that, except as otherwise provided in the security interest or ownership interest granted to the Trustee pursuant to this Mortgage Loan Sale Agreement, the Depositor has Seller shall not pledged, assigned, sold, granted have any obligation or liability with respect to any breach of a security interest in, representation or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering warranty made by it with respect to the Mortgage Loans other than sold by it if the fact, condition or event constituting such breach also constitutes a financing statement relating breach of a representation or warranty made by the applicable Transferor in the applicable Transfer Agreement, without regard to the security interest granted to the Trustee hereunder whether such Transferor fulfills its contractual obligations in respect of such representation or that has been terminatedwarranty. The Trustee further acknowledges that the Depositor is not aware shall have no obligation or liability with respect to any breach of any judgment representation or tax lien filings against the Depositor; (x) None of warranty with respect to the Mortgage Loans have (except as set forth in Section 2.03(a)(vi)) under any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, any NIMS Insurer as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities AdministratorCredit Risk Manager, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of the UCC), in Transferor with respect to the related Mortgage Loans in favor the Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Transferor under the Transfer Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee, which security interest is prior any Certificateholder or any NIMS Insurer hereunder shall be their rights to all other liens, and is enforceable as such against creditors of and purchasers from enforce the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning obligations of the Transferor under any applicable UCC; representation or warranty made by it (ix) Other than except in the security interest or ownership interest granted case of a breach by the Seller of the representations made by it with respect to predatory and abusive lending laws, which shall be a direct obligation of the Seller pursuant to the Mortgage Loan Sale Agreement and enforceable by the Trustee, any Certificateholder or any NIMS Insurer hereunder). The Trustee pursuant to this acknowledges that, except as otherwise provided in the Mortgage Loan Sale Agreement, the Depositor has Seller shall not pledged, assigned, sold, granted have any obligation or liability with respect to any breach of a security interest in, representation or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering warranty made by it with respect to the Mortgage Loans other than sold by it if the fact, condition or event constituting such breach also constitutes a financing statement relating breach of a representation or warranty made by the Transferor in the Transfer Agreement, without regard to the security interest granted to the Trustee hereunder whether such Transferor fulfills its contractual obligations in respect of such representation or that has been terminatedwarranty. The Trustee further acknowledges that the Depositor is not aware shall have no obligation or liability with respect to any breach of any judgment representation or tax lien filings against the Depositor; (x) None of warranty with respect to the Mortgage Loans have (except as set forth in Section 2.03(a)(vi)) under any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities AdministratorServicer, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities AdministratorServicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined warranties of each Transferor with respect to the related Mortgage Loans in the UCCapplicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, in condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of Xxxxxx Capital or Xxxxxx Bank, as applicable, under the related Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee’s right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that Xxxxxx Capital or Xxxxxx Bank, as applicable, shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans in favor if the fact, condition or event constituting such breach also constitutes a breach of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of a representation or warranty made by the applicable UCC; (ix) Other than Transferor in the security interest or ownership interest granted to the Trustee pursuant to this applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor has not pledged, assigned, sold, granted a security interest in, shall have no obligation or otherwise conveyed liability with respect to any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware breach of any financing statement against the Depositor that includes a description of the collateral covering representation or warranty with respect to the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of (except as set forth in Section 2.03(a)(vi)) under any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Servicer, the Master Servicer Servicer, the Securities Administrator and the Securities Administrator, Swap Provider as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes Loans constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer other parties hereto and the Securities Administrator, Companion Loan Holders that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation Delaware limited liability company, duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware, with full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution execution, delivery and delivery performance of this Agreement by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution execution, delivery and delivery performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, under (A) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or Depositor, (B) the certificate of incorporation or bylaws organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (v) there are no actions, suits or proceedings pending or, to the knowledge best of the Depositor’s knowledge, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will will, if determined adversely to the Depositor Depositor, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the transfer and assignment ability of the Mortgage Loans Depositor to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementperform its obligations hereunder; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee actions taken pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, taken no action to impair or otherwise conveyed any of encumber the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating title to the security interest granted Whole Loan or to subject it to any offsets, defenses or counterclaims during the Trustee hereunder or that has been terminated. The Depositor’s ownership thereof; (viii) the Depositor is not aware accounting for the transfer of any judgment or the Trust Loan as a financing of the Trust Loan under generally accepted accounting principles, and the Depositor will not treat the Trust Loan as an asset of the Depositor for federal income tax lien filings against purposes; (ix) the Depositor;Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and (x) None the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors. (b) The representations and warranties of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made set forth in this Section 2.03 2.6 shall survive the until termination of this Agreement Agreement, and shall not be waived by inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Companion Loan Holders. (c) Neither the Depositor nor any party heretoof its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.6(a) and (b), neither the Certificateholders nor the Trustee or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Whole Loan except as expressly set forth herein.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer other parties hereto and the Securities Administrator, Companion Loan Holders that as of the Closing Date or such other date as is specified, thatDate: (i) the Depositor is a corporation Delaware limited liability company, duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware, with full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution execution, delivery and delivery performance of this Agreement by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution execution, delivery and delivery performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, under (A) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or Depositor, (B) the certificate of incorporation or bylaws organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administratorother parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (v) there are no actions, suits or proceedings pending or, to the knowledge best of the Depositor’s knowledge, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will will, if determined adversely to the Depositor Depositor, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; (vi) immediately prior the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the transfer and assignment ability of the Mortgage Loans Depositor to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementperform its obligations hereunder; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee actions taken pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, taken no action to impair or otherwise conveyed any of encumber the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating title to the security interest granted Whole Loan or to subject it to any offsets, defenses or counterclaims during the Trustee hereunder or that has been terminated. The Depositor’s ownership thereof; (viii) the Depositor is not aware accounting for the transfer of any judgment or the Trust Loan as a financing of the Trust Loan under generally accepted accounting principles, and the Depositor will not treat the Trust Loan as an asset of the Depositor for federal income tax lien filings against purposes; (ix) the Depositor;Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and (x) None the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors. (b) The representations and warranties of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made set forth in this Section 2.03 2.7 shall survive the until termination of this Agreement Agreement, and shall not be waived by inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Companion Loan Holders. (c) Neither the Depositor nor any party heretoof its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.7(a) and (b), neither the Certificateholders nor the Trustee or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Whole Loan except as expressly set forth herein.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, Trustee that as of the Closing Date or as of such other date as is specified, thatspecifically provided herein: (ia) the The Depositor has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has of the State of Delaware with full corporate power and authority to own its property, to carry on its business as presently conducted, (corporate and other) to enter into and perform its obligations under this the Trust Agreement, and to create the trust pursuant hereto; (iib) The Trust Agreement has been duly executed and delivered by the Depositor, and, assuming due authorization, execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part Trustee, constitutes a legal, valid and binding agreement of the Depositor; neither the execution , enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and delivery to general principles of this Agreement, nor the consummation equity regardless of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result whether enforcement is sought in a breach of, proceeding in equity or constitute a default under, any of the provisions of any at law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iiic) the The execution, delivery and performance by the Depositor of this the Trust Agreement and the consummation of the transactions contemplated hereby thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofthereof; (ivd) The execution and delivery of this Trust Agreement has have been duly executed and delivered authorized by all necessary corporate action on the Depositor and, assuming due authorization, part of the Depositor; neither the execution and delivery by the TrusteeDepositor of the Trust Agreement, nor the Master Servicer and consummation by the Securities AdministratorDepositor of the transactions therein contemplated, constitutes nor consummation of the transactions therein contemplated, nor compliance by the Depositor with the provisions thereof, will conflict with or result in a valid and binding obligation breach of, or constitute a default under, any of the provisions of the articles of incorporation or by-laws of the Depositor enforceable against it in accordance with or any law, governmental rule or regulation or any judgment, decree or order binding on the Depositor or any of its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement properties, or any of the rights provisions of creditors generally and (B) general principles any indenture, mortgage, deed of equity regardless of whether such enforcement trust, contract or other instrument to which the Depositor is considered in a proceeding in equity party or at lawby which it is bound; (ve) there There are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this the Trust Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this the Trust Agreement; (vif) immediately prior to Except for the transfer and assignment of the Mortgage Loans sale to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments has not yet due and payable and, if assigned or pledged any mortgage note or the related Mortgaged Property is a condominium unit, mortgage or any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreementtherein; (viig) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), The Depositor has acquired its ownership in the Mortgage Loans in favor good faith and without notice of the Trusteeany adverse claim; and (h) The Depositor has not canceled, which security interest is prior to all other lienssatisfied or subordinated in whole or in part, or rescinded any Mortgage, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledgedreleased any Mortgaged Premise from the lien of the related mortgage, assignedin whole or in part, soldnor has the Depositor executed an instrument that would effect any such release, granted cancellation, subordination or rescission. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the respective Trustee Mortgage Loan Files to the Trustee (or the Custodian) and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Depositor or the Trustee of a security interest inbreach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Trust Agreement, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Depositor set forth in Section 2.03(d) to cure or repurchase a Mortgage Loan constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.04. It is further understood and agreed that the Depositor shall be deemed not to have made the representations and warranties in this Section 2.04 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.04, by the Servicer in any Servicing Agreement or the Seller in any Sale Agreement assigned to the Trustee. It is understood and agreed that the Depositor has made no representations or warranties to the Trust other than those contained in this Section 2.04. GSMC has made no representations or warranties to the Trust other than those in any Assignment Agreement, or otherwise conveyed in any Sale Agreement under which GSMC is acting as Seller, and no other Affiliate of the Depositor has made any representations or warranty of any kind to the Trustee. Neither the Depositor, GSMC, nor any of the Mortgage Loans. The Depositor has not authorized the filing directors, officers, employees or agents of and is not aware of either such entity shall be under any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating liability to the security interest granted to Trust or the Trustee hereunder or that has been terminated. The Depositor is not aware of Certificateholders and all such Persons shall be indemnified and held harmless by the Trust for any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have claims, losses, penalties, forfeitures, legal fees and related costs, judgments, and any marks or notations indicating other costs, fees and expenses that such Mortgage Loans have been pledgedPersons may sustain as a result of or arising out of or based upon any breach of a representation, assigned warranty or otherwise conveyed covenant made by any Servicer or Seller or any failure by any Servicer or Seller to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by perform its obligations in strict compliance with the terms of the Mortgage Loans related Servicing or Sale Agreement or the failure of the Trustee to convey perform its duties hereunder; provided, however, that this provision shall not protect the Mortgage Loans hereunder to the Trustee. The foregoing Depositor against any breach of warranties or representations made in this Section 2.03 shall survive 2.04 herein, or the termination Depositor against any breach of this representations or warranties made in any Assignment Agreement and shall not be waived by any party heretoor Sale Agreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee, the Class A-2 Certificate Insurer and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and of the State of Delaware; (b) The Depositor has full the corporate power and authority to own its propertyconvey the Mortgage Loans and to execute, to carry on its business as presently conducteddeliver and perform, and to enter into and perform its obligations under consummate the transactions contemplated by, this Agreement, and to create the trust pursuant hereto; (iic) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this This Agreement has been duly and validly authorized, executed and delivered by the Depositor Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the Master Servicer and the Securities Administratorlegal, constitutes a valid and binding obligation agreement of the Depositor Depositor, enforceable against it the Depositor in accordance with its terms terms, except as such enforceability enforcement may be subject to (A) applicable bankruptcy and insolvency laws and limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of the rights of creditors generally generally, and by general equity principles (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law); (vd) there No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date; (e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the Depositor or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings pending orbefore or against or investigations of, the Depositor pending, or to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositorthreatened, before or by any court, administrative agencyagency or other tribunal, arbitrator or governmental body (A) with respect to and no notice of any of the transactions contemplated by this Agreement or (B) with respect to any other matter which such action, which, in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor Depositor's reasonable judgment, might materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform the performance by the Depositor of its obligations under this Agreement, or the validity or enforceability of this Agreement; (vig) immediately The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder; and (h) Immediately prior to the transfer and assignment of by the Mortgage Loans Depositor to the TrusteeTrustee on the Closing Date, the Depositor had good title to, and was the sole owner and holder of each Mortgage Loan, free of any interest of any other Person, and the Depositor had good has transferred all right, title and marketable title thereto, and had full right to transfer and sell interest in each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as Trustee. The transfer of the date of recording of such Mortgage acceptable to mortgage lending institutions Note and the Mortgage as and in the area in which manner contemplated by this Agreement is sufficient either (i) fully to transfer to the related Mortgaged Property is located Trustee, for the benefit of the Certificateholders and specifically for the benefit of the Class A-2 Certificate Insurer, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders and for the benefit of the Class A-2 Certificate Insurer, the security interest referred to in Section 10.04 hereof. It is understood and agreed that the lender’s title insurance policy or attorney’s opinion representations, warranties and covenants set forth in this Section 2.08 shall survive delivery of title and abstract of title delivered the respective Custodial Files to the originator of such Mortgage Loan, Trustee and (3) such other matters shall inure to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor benefit of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities AdministratorServicer, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities AdministratorServicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined warranties of each Transferor with respect to the related Mortgage Loans in the UCCapplicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, in condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of LBH under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee’s right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that LBH shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans in favor if the fact, condition or event constituting such breach also constitutes a breach of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of a representation or warranty made by the applicable UCC; (ix) Other than Transferor in the security interest or ownership interest granted to the Trustee pursuant to this applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor has not pledged, assigned, sold, granted a security interest in, shall have no obligation or otherwise conveyed liability with respect to any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware breach of any financing statement against the Depositor that includes a description of the collateral covering representation or warranty with respect to the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of under any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the CertificateholdersCertificateholders and the Companion Loan Holders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the Securities Certificate Administrator, as of the Closing Date or such other date as is specifiedDate, that: (i) the The Depositor is a corporation duly organized, validly existing and in good standing under the laws governing of the State of Delaware, and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its creation property or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize the execution, delivery and existence performance of this Agreement by it, and has full corporate the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and to create the trust pursuant heretohas duly executed and delivered this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations of public policy; (iii) Neither the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of compliance by the transactions herein contemplated, nor compliance Depositor with the provisions hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties properties, or the certificate of incorporation or bylaws any of the Depositor; provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (iiiB) the executionrequire any consent of, delivery and performance notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor Depositor, except where, in any of the instances contemplated by clause (A) above or this Agreement clause (B), the failure to do so will not have a material and adverse effect on the consummation of the any transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereofby this Agreement; (iv) this Agreement has been duly executed and delivered by There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor and, assuming due authorization, execution in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably expected to materially and delivery by adversely affect the Trustee, validity of the Master Servicer and Mortgage Loans or the Securities Administrator, constitutes a valid and binding obligation ability of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting carry out the enforcement of 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 lawtransactions contemplated by this Agreement; (v) there are no actions, suits or proceedings pending or, The Depositor is not transferring the Mortgage Loans to the knowledge of the DepositorTrustee with any intent to hinder, threatened delay or likely to be asserted, against defraud its present or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreementfuture creditors; (vi) immediately No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated; (vii) Immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, Trustee for the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as benefit of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee Certificateholders pursuant to this Agreement, the Depositor has not pledgedhad such right, assigned, sold, granted a security title and interest in, or otherwise conveyed any of in and to each Mortgage Loan as was transferred to it by the related Mortgage Loans. Loan Seller pursuant to the related Loan Purchase Agreement; (viii) The Depositor has not authorized the filing transferred any of its right, title and is not aware of any financing statement against the Depositor that includes a description of the collateral covering interest in and to the Mortgage Loans other than a financing statement relating (as such was transferred to it by the Mortgage Loan Sellers pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (xLoan Purchase Agreements) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xiix) The Depositor has received is transferring all consents of its right, title and approvals required by the terms of interest in and to the Mortgage Loans (as such was transferred to convey it by the Mortgage Loans hereunder Loan Sellers pursuant to the TrusteeLoan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. The foregoing 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 Companion Loan Holder) of a breach of any of the representations made and warranties set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall survive give prompt written notice to the termination other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of this Agreement and shall not be waived by any party heretoa Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities AdministratorServicer, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities AdministratorServicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy 's Title Insurance Policy or attorney’s 's opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined warranties of each Transferor with respect to the related Mortgage Loans in the UCCapplicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, in condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of Xxxxxx Capital or the Bank under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that Xxxxxx Capital or the Bank shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans in favor if the fact, condition or event constituting such breach also constitutes a breach of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of a representation or warranty made by the applicable UCC; (ix) Other than Transferor in the security interest or ownership interest granted to the Trustee pursuant to this applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor has not pledged, assigned, sold, granted a security interest in, shall have no obligation or otherwise conveyed liability with respect to any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware breach of any financing statement against the Depositor that includes a description of the collateral covering representation or warranty with respect to the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of (except as set forth in Section 2.03(a)(vi)) under any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocircumstances.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, Owner Trustee that: (i) the Depositor has been duly organized and is a corporation duly organized, validly existing and as a limited liability company in good standing under the laws governing of the State of Delaware, has the power, authority and legal right to own its creation properties and existence to conduct its business as such properties are currently owned and such business is currently conducted, and has full corporate the power, authority and legal right to acquire, own and sell the Receivables; (ii) the Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to own its propertyexecute, to carry on its business as presently conducted, to enter into deliver and perform its obligations under this AgreementAgreement and the other Transaction Documents to which it is a party, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositorlimited liability company action; (iiiiv) the execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby do and thereby and the fulfillment of the terms hereof and thereof will not require the consent or approval of, the giving of notice to, the registration conflict with, or the taking result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the articles of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other action instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in respect ofthe creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Agreement), or violate any statelaw, order, rule or regulation applicable to the Depositor or its properties of any federal or state regulatory body, court, administrative agency or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by instrumentality having jurisdiction over the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation or any of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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 lawproperties; (v) there are no actions, suits proceedings or proceedings investigations pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, Depositor before or by any court, regulatory body, administrative agency, arbitrator agency or other governmental body instrumentality having jurisdiction over the Depositor or its properties (A) with respect asserting the invalidity of this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Sale and Servicing Agreement, the Indenture or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect it or the performance by the Depositor of its business, assets, operations or condition, financial or otherwiseobligations under, or the validity or enforceability of, this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect its ability to perform its obligations under this Agreement;the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) immediately prior to the transfer representations and assignment warranties of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as in Section 3.01 of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located Receivables Purchase Agreement are true and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor; (viii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (ix) Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee. The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party heretocorrect.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor; (iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, Trustee and the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of 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; (v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;; and (vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;. (viib) This Agreement creates either a sale or a valid The representations and continuing security interest (as defined in warranties of the UCC), in Transferor with respect to the related Mortgage Loans in favor the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the Trusteedate specified in the applicable Transfer Agreement (or underlying agreement, which security interest if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to all other liens, and is enforceable as such against creditors a Mortgage Loan constitutes a breach of and purchasers from the Depositor; both (viiii) The Mortgage Notes constitute “instruments” within the meaning a representation or warranty of the applicable UCC; Transferor under the applicable Transfer Agreement and (ixii) Other than a representation or warranty of the security interest or ownership interest granted to Seller under the Trustee pursuant to this Mortgage Loan Sale Agreement, the Depositor has not pledgedonly right or remedy of the Trustee or any Certificateholder hereunder (other than a breach by the Seller of the representations made pursuant to Sections 1.04(b)(xii), assigned1.04(b)(xvii), sold1.04(b)(xviii), granted a security interest in, or otherwise conveyed any 1.04(b)(ix) and 1.04(b)(xx) of the Mortgage Loans. The Depositor has not authorized Loan Sale Agreement) shall be their rights to enforce the filing of and is not aware of any financing statement against the Depositor that includes a description obligations of the collateral covering the Mortgage Loans other than a financing statement relating applicable Transferor under any applicable representation or warranty made by it. Pursuant to the security interest granted to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (x) None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and (xi) The Depositor has received all consents and approvals required by the terms of the Mortgage Loans Loan Sale Agreement, the representations and warranties made by the Seller pursuant to convey Sections 1.04(b)(xii), 1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(ix) and 1.04(b)(xx) of the Mortgage Loan Sale Agreement shall be the direct obligations of the Seller. With the exception of the immediately proceeding sentence, the Seller shall not have any other obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans hereunder sold by it if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the applicable Transferor in the applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Trustee. The foregoing representations made Mortgage Loans (except as set forth in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by 2.03(a)(vi)) under any party heretocircumstances.