Common use of Representations and Warranties of the Special Servicer Clause in Contracts

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special ServicerLNR Partners, in such capacity, LLC hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders Trust Interest Owners and the Serviced Non-Trust Mortgage Companion Loan NoteholdersHolders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company, duly organized, validly existing existing, and is in good standing under the laws of the State of Florida; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where the Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as parties hereto, the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of Interest Owners and the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties heretoCompanion Loan Holders. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Situs Holdings, LLC, as Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company, duly organized, validly existing existing, and in good standing under the laws of the State of FloridaDelaware; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any jurisdiction where the Mortgaged Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its certificate of organization and limited liability company operating agreement, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust Fund to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consentit has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect to such risks, approvalwhich in either case, authorization or order complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement3.11 hereof. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as parties hereto and the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties heretoCertificateholders. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special ServicerSitus Holdings, in such capacity, LLC hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders Trust Interest Owners and the Serviced Non-Trust Mortgage Companion Loan NoteholdersHolders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company, duly organized, validly existing existing, and is in good standing under the laws of the State of FloridaDelaware; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where the Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as parties hereto, the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of Interest Owners and the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties heretoCompanion Loan Holders. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a ____________ under the laws of the State of Florida______________, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breachdefault, in the Special Servicer's good faith and reasonable judgment of the Special Servicerjudgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any consent, approval, authorization Each officer or order employee of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer that has responsibilities concerning the servicing and administration of or compliance the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). None of the Special Servicer with this Agreement Servicer, its general partner or any of their respective officers or employees that is involved in the consummation servicing or administration of the transactions contemplated by this Agreement Mortgage Loans has been obtained and is effective except where the lack of consent, approval, authorization refused such coverage or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementinsurance. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties which 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization, and without regard to the references to general partner if such successor is not a partnership.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The AEGON USA Realty Advisors, LLC, as the Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company, duly organized, validly existing existing, and in good standing under the laws of the State of FloridaIowa; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which jurisdiction where any Mortgaged Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Trust Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either the affect its financial condition or its ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.hereunder; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consent, approval, authorization or order it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement3.11(d). (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.5 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and limited liability company in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.in

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer's ability to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or that, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a3.25(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a3.25(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i3.25(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of FloridaUnited States, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and limited liability company in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Situs Holdings, LLC, as Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan NoteholdersHolder(s), that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company, duly organized, validly existing existing, and is in good standing under the laws of the State of FloridaDelaware; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with each jurisdiction where the laws of each state in which any Mortgaged Property is Properties are located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where a Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warrantiesparties hereto, the party discovering such breach shall give prompt written notice thereof to Certificateholders and the other parties heretoCompanion Loan Holder(s). (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacityServicer for itself only, hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and [ENTITY TYPE] in good standing under the laws of the State of Florida[JURISDICTION], and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The KeyBank National Association, as Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersInterest Owners, that as of the Closing Date, that: (i) The Special Servicer it is a corporation national banking association, duly organized, validly existing existing, and is in good standing under the laws of the State of FloridaUnited States; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with each jurisdiction where the laws of each state in which any Mortgaged Property is Properties are located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where a Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto, the Trust Interest Owners and the Companion Loan Holder(s). (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The AEGON USA Realty Advisors, LLC, as the Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation an Iowa limited liability company, duly organized, validly existing existing, and in good standing under the laws of the State of FloridaIowa; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Trust Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either the affect its financial condition or its ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.hereunder; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consent, approval, authorization or order it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement3.11(d). (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.5 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and limited liability company in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation consent, approval, authorization or order of any state or federal court or governmental agency or body is pending or, to required for the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit consummation by the Special Servicer from entering into this Agreement of the transactions contemplated herein, except for those consents, approvals, authorizations or materially and adversely affect orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consentNo litigation is pending or, approvalto the best of the Special Servicer's knowledge, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by threatened against the Special Servicer the outcome of or compliance by which, in the Special Servicer's reasonable judgment, would prohibit the Special Servicer with from entering into this Agreement or that, in the Special Servicer's reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the consummation financial condition of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this AgreementServicer. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant by Section 3.07(d). (ix) As of the Closing Date, the Special Servicer is not a party to Section 3.07(c) any Sub-Servicing Agreement providing for the performance of this Agreementduties of the Special Servicer by any Sub-Servicers with respect to any of the Mortgage Loans or REO Properties. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and division of PNC Bank, National Association, which is a national banking association in good standing under the laws of the State of FloridaUnited States, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Xxxxx Fargo Bank, National Association, as the Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation national banking association, duly organized, validly existing existing, and in good standing under the laws of the State United States of FloridaAmerica; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which jurisdiction where any Mortgaged Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Trust Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either the affect its financial condition or its ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.hereunder; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consent, approval, authorization or order it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement3.11(d). (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.5 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Original Closing DateDate and the Sequel Closing Date unless otherwise stated below, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breachdefault, in the Special Servicer's good faith and reasonable judgment of the Special Servicerjudgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any consent, approval, authorization Each officer or order employee of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer that has responsibilities concerning the servicing and administration of or compliance the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). None of the Special Servicer with this Agreement or any of its respective officers or employees that is involved in the consummation servicing or administration of the transactions contemplated by this Agreement Mortgage Loans has been obtained and is effective except where the lack of consent, approval, authorization refused such coverage or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementinsurance. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties which 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not materially adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Original Closing Date and the Sequel Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breachdefault, in the Special Servicer's good faith and reasonable judgment of the Special Servicerjudgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any consent, approval, authorization Each officer or order employee of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer that has responsibilities concerning the servicing and administration of or compliance the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). None of the Special Servicer with this Agreement or any of its respective officers or employees that is involved in the consummation servicing or administration of the transactions contemplated by this Agreement Mortgage Loans has been obtained and is effective except where the lack of consent, approval, authorization refused such coverage or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementinsurance. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties which 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation limited liability company validly existing and in good standing under the laws of the State of FloridaMassachusetts, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The KeyBank National Association, as Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan NoteholdersHolder(s), that as of the Closing Date, that: (i) The Special Servicer it is a corporation national banking association, duly organized, validly existing existing, and is in good standing under the laws of the State of FloridaUnited States; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where the Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warrantiesparties hereto, the party discovering such breach shall give prompt written notice thereof to Certificateholders and the other parties heretoCompanion Loan Holder(s). (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and and, in the Serviced Non-Trust Mortgage case of a Whole Loan, the related Companion Loan NoteholdersHolder, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer's reasonable judgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Serviced Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Situs Holdings, LLC, as the Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, Holders that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of FloridaDelaware; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Whole Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust Fund to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consent, approval, authorization or order it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viiiSection 3.11(d) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementhereof. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as parties hereto and the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties heretoCompanion Loan Holders. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The AEGON USA Realty Advisors, LLC, as the Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, Holders that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of FloridaIowa; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Whole Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust Fund to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consent, approval, authorization or order it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viiiSection 3.11(d) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementhereof. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warrantiesparties hereto, the party discovering such breach shall give prompt written notice thereof to Certificateholders and the other parties heretoCompanion Loan Holders. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and division of PNC Bank, National Association, which is a national banking association in good standing under the laws of the State of FloridaUnited States, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, and to the Depositor, the Servicer and the Serviced Non-Trust Mortgage Loan NoteholdersFiscal Agent, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida____________, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.; (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; charter and by-laws or (B) 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 which is applicable to it or any of its assets, which default or breach, result in the good faith and reasonable violation of any law, rule, regulation, order, judgment of the Special Servicer, would reasonably be expected or decree to affect materially and adversely either the ability of which the Special Servicer to perform or its obligations under this Agreement or the financial condition of the Special Servicer.property is subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; 91 (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.; (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement.Agreement or the financial condition of the Special Servicer; (vii) Any Each officer, director or employee of the Special Servicer that has or, following the occurrence of a Servicing Transfer Event, would have responsibilities concerning the servicing and administration of Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors or employees that is or, following the occurrence of a Servicing Transfer Event, would be involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance; and (viii) No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Special Servicer of Servicer, or compliance by the Special Servicer with with, this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective Agreement, except where the lack of for any consent, approval, authorization or order would which has not have a material adverse effect on been obtained or cannot be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement. (viii) The , and which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementperform its obligations hereunder. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(aparagraph (a) above shall survive the execution and delivery of this Agreement the Agreement. The Special Servicer shall indemnify the Trustee, the Fiscal Agent and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by and hold them harmless against any party hereto of losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a material breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the Servicer's representations and warranties set forth contained in Section 3.24(a)paragraph (a) above. Such indemnification shall survive any termination or resignation of the Special Servicer, subject to such appropriate modifications to and any termination of the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organizationAgreement.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and division of PNC Bank, National Association, which is a national banking association in good standing under the laws of the State United States of FloridaAmerica, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and limited liability company in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacityfor itself only, hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and limited liability company in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, KeyBank National Association hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan NoteholdersHolder(s), that as of the Closing Date, that: (i) The Special Servicer it is a corporation national banking association, duly organized, validly existing existing, and is in good standing under the laws of the State of FloridaUnited States; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where the Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warrantiesparties hereto, the party discovering such breach shall give prompt written notice thereof to Certificateholders and the other parties heretoCompanion Loan Holder(s). (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation limited liability company validly existing and in good standing under the laws of the State Commonwealth of FloridaMassachusetts, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a3.25(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a3.25(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i3.25(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Floridaas a [____________], and the Special Servicer is in compliance with the laws of each state jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's ’s organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer’s reasonable judgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and ’s reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation [_______]validly existing and in good standing under the laws of the State of Florida[_______], and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a3.25(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a3.25(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i3.25(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Floridaas a [____________], and the Special Servicer is in compliance with the laws of each state jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's ’s organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer’s reasonable judgment, would reasonably be expected is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and ’s reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breachdefault, in the Special Servicer's good faith and reasonable judgment of the Special Servicerjudgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as it remains the Trust Fund remains in existenceSpecial Servicer. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties which 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of FloridaVirginia, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer's reasonable judgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of FloridaCalifornia, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special ServicerSitus Holdings, in such capacity, LLC hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan NoteholdersHolder(s), that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited liability company, duly organized, validly existing existing, and is in good standing under the laws of the State of FloridaDelaware; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with each jurisdiction where the laws of each state in which any Mortgaged Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where the Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warrantiesparties hereto, the party discovering such breach shall give prompt written notice thereof to Certificateholders and the other parties heretoCompanion Loan Holder(s). (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and limited liability company in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of FloridaOhio, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breachdefault, in the Special Servicer's good faith and reasonable judgment of the Special Servicerjudgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties which 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced XX Xxxx Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of FloridaCalifornia, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a3.25(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a3.25(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i3.25(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage _______________ Companion Loan NoteholdersNoteholder, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation ______________________ validly existing and in good standing under the laws of the State of Florida______________________ , and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or -252- result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of FloridaCalifornia, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and and, in the Serviced Non-Trust Mortgage case of a Whole Loan, the related Companion Loan NoteholdersHolder, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer's reasonable judgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer's reasonable judgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Pacific Life, as Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date, that: (i) The Special Servicer it is a Nebraska corporation duly organized, validly existing existing, and in good standing under the laws of the State of FloridaNebraska; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust Fund to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consentit has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect to such risks, approvalwhich in either case, authorization or order complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement3.11 hereof. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as parties hereto and the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties heretoCertificateholders. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special ServicerAgreement, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default breach or breachdefault, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (vii) No litigation is pending or, to the best of the Special Servicer's knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or that, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation financial condition of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this AgreementServicer. (viii) Each officer, director or employee of the Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (ix) There is no event, condition or circumstance in existence that constitutes (or, with notice or lapse of time, or both, would constitute) an Event of Default on the part of the Special Servicer. (x) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) Servicing Fee, Workout Fee and Liquidation Fee are reasonable in light of this Agreementthe duties and obligations of the Special Servicer. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and limited liability company in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, and to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawlaw and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant that is in full force and effect or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(c) of this Agreement3.07(e). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaCalifornia, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer's ability to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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, in the Special Servicer's good faith and reasonable judgment, have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or that, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The initial Special Servicer, in such capacity, hereby represents, warrants Servicer makes the following representations and covenants warranties to the other parties hereto and for Property Owners all of which shall survive the benefit execution, delivery, performance or termination of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, thatthis Agreement: (ia) The Special Servicer is a corporation limited liability company, validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementArizona. (iib) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under, and compliance with the terms of this Agreement by the Special ServicerAgreement, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the a material breach of, any material agreement or other material instrument to which it is a party or by which it is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicerbound. (iiic) The Special Servicer has the full power and authority to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (ivd) This AgreementEach Transaction Document to which the Special Servicer is a party, assuming upon the due authorization, execution and delivery by of such Transaction Document and each of the other parties heretothereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereofthereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (ve) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with each of the terms of this Agreement Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement the Transaction Documents to which it is a party or the financial condition of the Special Servicer. (vif) The Special Servicer’s execution and delivery of, performance under and compliance with, each of the Transaction Documents to which it is a party do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Special Servicer is a party or by which the Special Servicer is bound or to which any of the property or assets of the Special Servicer are subject and such breach, violation or default could have a material adverse effect on the ability of the Special Servicer to perform its duties hereunder. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained other than any of the foregoing the failure to have made or obtained which is not reasonably likely to cause a material adverse effect. (h) No litigation is pending or, to the best of Special Servicer’s knowledge, threatened against the Special Servicer's knowledgeServicer that, threatened, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement any of the Transaction Documents to which it is a party, or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement Transaction Documents to which it is a party or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties financial condition of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties heretoServicer. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, and to the Depositor, the Servicer and the Serviced Non-Trust Mortgage Loan NoteholdersFiscal Agent, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaTexas, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.; (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; charter and by-laws or (B) 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 which is applicable to it or any of its assets, which default or breach, result in the good faith and reasonable violation of any law, rule, regulation, order, judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of or decree which the Special Servicer to perform or its obligations under this Agreement or the financial condition of the Special Servicer.property is subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.; (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected judgment is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement.Agreement or the financial condition of the Special Servicer; (vii) Any consentEach officer, approval, authorization director or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties employee of the Special Servicer set forth that has or, following the occurrence of a Servicing Transfer Event, would have responsibilities concerning the servicing and administration of Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.3.07

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacityArgentic Services Company LP, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Trust Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either the affect its financial condition or its ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.hereunder; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consentit has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring for such risks, approval, authorization or order which in either case complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement3.11(d). (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.5 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to perform its obligations under this Agreement, except where the extent necessary failure to so qualify or comply would not adversely affect the Special Servicer's ability to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or that, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and and, in the Serviced Non-Trust Mortgage case of a Whole Loan, the related Companion Loan NoteholdersHolder, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a limited liability company under the laws of the State Commonwealth of FloridaMassachusetts, and the Special Servicer is in compliance with the laws of each state jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer's reasonable judgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full limited liability company power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto hereto, and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan NoteholdersHolders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation national banking association, duly organized, validly existing existing, and is in good standing under the laws of the State of FloridaUnited States; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; provided, that it may comply with its obligations to possess such licenses in the jurisdiction where the Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement. (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicershall not violate its organizational documents or any other material instrument governing its operations, will not: (A) violate the Special Servicer's organizational documents; or (B) any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a its valid, legal legal, and binding obligation of the Special Servicer, enforceable against the Special Servicer it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations; (iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement has been duly executed and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.delivered by it; (vi) No litigation all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made; (vii) there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement.; and (viii) The Special Servicer possesses all it has errors and omissions insurance required pursuant to and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.07(c) 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warrantiesparties hereto, the party discovering such breach shall give prompt written notice thereof to Certificateholders and the other parties heretoCompanion Loan Holders. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation corporation, validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in -152- the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section SECTION 3.07(c) of this Agreement. (ix) The Special Servicer's computer-based systems deemed to be "mission critical" to its business (including its performance of its obligations hereunder) are able to operate and effectively process data, including dates on and after January 1, 2000. (b) The representations and warranties of the Special Servicer set forth in Section SECTION 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section SECTION 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section SECTION 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a limited partnership under the laws of the State of FloridaMaryland, and the Special Servicer is in material compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breachdefault, in the Special Servicer's good faith and reasonable judgment of the Special Servicerjudgement, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer (and its general partner on its behalf) has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer or its general partner that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). None of the Special Servicer, its general partner or any of their respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance. (viii) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, expect for those consents, approvals, authorizations or orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreementobtained. (viiiix) The Special Servicer possesses all insurance required pursuant to Section 3.07(chas not retained any Sub-Servicers as of the Closing Date. (x) The Standby Fee, Special Servicing Fee, Workout Fee and Liquidation Fee are reasonable compensation in light of this Agreementthe obligations and duties of the Special Servicer. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties which 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization, and without regard to the references to general partner if such successor is not a partnership.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of FloridaMaryland, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breachdefault, in the Special Servicer's good faith and reasonable judgment of the Special Servicerjudgement, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). None of the Special Servicer or any of their respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such coverage or insurance. (viii) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, expect for those consents, approvals, authorizations or orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreementobtained. (viiiix) The Special Servicer possesses all insurance required pursuant is currently modifying its computer systems and expects that, by July 31, 1999, it will be "Year 2000 Ready" to Section 3.07(ca degree that its operations and its ability to perform its obligations under this Agreement will not be materially and adversely affected by the occurrence of calendar year 2000. The Special Servicer is also assessing whether its key vendors and subcontractors will be "Year 2000 Ready". (x) The Special Servicer has not retained any Sub-Servicers as of this Agreementthe Closing Date. (xi) The Special Servicing Fee, Workout Fee and Liquidation Fee are reasonable compensation in light of the obligations and duties of the Special Servicer. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties which 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) do not violate the Special Servicer's organizational documents; documents or (B) constitute a default (or an event whichthat, 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 which that is applicable to it or any of its assets, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer's reasonable judgment, would reasonably be expected is likely to affect materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, the outcome of which, which in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this AgreementAgreement or the financial condition of the Special Servicer. (vii) Any Each officer or employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required under federal or state law for the execution, delivery and performance consummation by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has herein, except for those consents, approvals, authorizations and orders that previously have been obtained and is effective except where the lack of consent, approval, authorization or order would not those filings and registrations that previously have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementbeen completed. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Companion Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a3.25(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State Commonwealth of FloridaVirginia, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of FloridaMaryland, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement except where the failure to so qualify or comply would not adversely affect the Special Servicer's ability to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breachdefault, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or that, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of FloridaCalifornia, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; documents or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any No consent, approval, authorization or order of order, registration or filing with notice to, any governmental authority or court or governmental agency or body is required under federal or state law law, for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation by the Special Servicer of the transactions any transaction contemplated by this Agreement has hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and is effective except (2) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order notice would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance required pursuant to coverage which is in full force and effect and complies with the requirements of Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, and to the Depositor, the Servicer and the Serviced Non-Trust Mortgage Loan NoteholdersFiscal Agent, as of the Closing Date, that: (i) The Special Servicer is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of FloridaMissouri, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.; (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; partnership agreement or (B) 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 which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, violation is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.; (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected judgment is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement.Agreement or the financial condition of the Special Servicer; (vii) Any Each officer or employee of the Special Servicer that has or, following the occurrence of a Servicing Transfer Event, would have responsibilities concerning the servicing and administration of Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers or employees that is or, following the occurrence of a Servicing Transfer Event, would be involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance; and (viii) No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Special Servicer of Servicer, or compliance by the Special Servicer with with, this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective Agreement, except where the lack of for any consent, approval, authorization or order would which has not have a material adverse effect on been obtained or cannot be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement. (viii) The , and which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementperform its obligations hereunder. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(aparagraph (a) above shall survive the execution and delivery of this Agreement the Agreement. The Special Servicer shall indemnify the Trustee, the Fiscal Agent and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by and hold them harmless against any party hereto of losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a material breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the Servicer's representations and warranties set forth contained in Section 3.24(a)paragraph (a) above. Such indemnification shall survive any termination or resignation of the Special Servicer, subject to such appropriate modifications to and any termination of the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organizationAgreement.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to each of the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and [____________] in good standing under the laws of the State of Florida[____________], and the Special Servicer is in compliance with the laws of each state State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations under this Agreement. (ii) The Special Servicer’s execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's ’s organizational documents; documents or (B) 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 applicable to it or any of its assetsbound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Xxxx-Xxxxx Act) or their Affiliates, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vi) 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 Special Servicer of the transactions contemplated herein, except for 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 Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's ’s knowledge, threatenedthreatened against the Special Servicer that, against if determined adversely to the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all has errors and omissions insurance in the amounts and with the coverage required pursuant to by Section 3.07(c) of this Agreement3.07(d). (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties 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 each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i2.06(a)(i) to accurately reflect such successor's ’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer, in such capacity, Servicer hereby represents, represents and warrants and covenants to the other parties hereto Trustee, for its own benefit and for the benefit of the Certificateholders Certificateholders, and to the Depositor, the Servicer and the Serviced Non-Trust Mortgage Loan NoteholdersFiscal Agent, as of the Closing Date, that: (i) The Special Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaTexas, and the Special Servicer is in compliance with the laws of each state State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.; (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) not violate the Special Servicer's organizational documents; charter and by-laws or (B) 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 which is applicable to it or any of its assets, which default or breach, result in the good faith and reasonable violation of any law, rule, regulation, order, judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of or decree which the Special Servicer to perform or its obligations under this Agreement or the financial condition of the Special Servicer.property is subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; 110 (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.; (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, threatened against the Special Servicer, Servicer which would prohibit the outcome of whichSpecial Servicer from entering into this Agreement or, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected judgment is likely to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement.Agreement or the financial condition of the Special Servicer; (vii) Any Each officer, director or employee of the Special Servicer that has or, following the occurrence of a Servicing Transfer Event, would have responsibilities concerning the servicing and administration of Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors or employees that is or, following the occurrence of a Servicing Transfer Event, would be involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance; (viii) No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Special Servicer of Servicer, or compliance by the Special Servicer with with, this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective Agreement, except where the lack of for any consent, approval, authorization or order would which has not have a material adverse effect on been obtained or cannot be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement., and which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and (viiiix) The Special Servicer possesses all insurance warrants that by August 31, 1999, any custom-made software or hardware designed (or to the best knowledge of the Special Servicer, relying on vendor and manufacturer warranties, purchased or licensed by the Special Servicer) and used by the Special Servicer in the course of the operation or management of, or the compiling, reporting or generation of data required pursuant by this Agreement will not contain any deficiency (x) in the ability of such software or hardware to Section 3.07(cidentify correctly or perform calculations or other processing tasks with respect to dates after August 31, 1999 or (y) that would cause such software or hardware, by reason of this Agreementthe changing of the date from 1999 to 2000, to be fit no longer for the purpose for which it was intended. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(aparagraph (a) above shall survive the execution and delivery of this Agreement the Agreement. The Special Servicer shall indemnify the Trustee, the Fiscal Agent and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by and hold them harmless against any party hereto of losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a material breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the Servicer's representations and warranties set forth contained in Section 3.24(a)paragraph (a) above. Such indemnification shall survive any termination or resignation of the Special Servicer, subject to such appropriate modifications to and any termination of the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organizationAgreement.

Representations and Warranties of the Special Servicer. (a) The Xxxxx Financial, a Division of SunTrust Bank, as the Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, that as of the Closing Date, that: (i) The Special Servicer it is a corporation banking corporation, duly organized, validly existing existing, and in good standing under the laws of the State of FloridaGeorgia; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which jurisdiction where any Mortgaged Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Trust Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of incorporation or by-laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either the affect its financial condition or its ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.hereunder; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consent, approval, authorization or order it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement3.11(d). (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.5 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Xxxxx Fargo Bank, National Association, as the Special Servicer, in such capacity, hereby represents, represents and warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage any Companion Loan Noteholders, Holder that as of the Closing Date, that: (i) The Special Servicer it is a corporation national banking association duly organized, validly existing existing, and in good standing under the laws of the State of FloridaUnited States; it is, and throughout the Special Servicer is term of this Agreement shall remain, duly authorized and qualified to transact business in compliance with the laws of each state in which any Mortgaged jurisdiction where the Property is located to the extent required by applicable law and necessary to perform ensure the enforceability of the Whole Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.; (ii) The the execution and delivery of this Agreement by the Special Servicer, and the its performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by the Special Servicerwill not violate its articles of association or by-laws or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not: (A) violate the Special Servicer's organizational documents; or (B) not constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) underunder any material contract, agreement, or result in the breach of, any material agreement or other material instrument to which it is a party or which is may be applicable to it or any of its assets, which violation or default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect have consequences that would materially and adversely either affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Special Servicer Trust Fund to perform its obligations under this Agreement or realize on the financial condition of the Special Servicer.Collateral; (iii) The Special Servicer this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance; (iv) it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it; (v) all consents, has duly authorized approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery Agreement by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity it have been obtained or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.made; (vi) No litigation there is no pending oraction, to the best of the Special Servicer's knowledgesuit or proceeding, threatened, arbitration or governmental investigation against the Special Servicerit, the outcome of which, in the Special Servicer's good faith and its reasonable judgment, could reasonably be expected to prohibit the Special Servicer it from entering into this Agreement or materially and adversely affect the its ability of the Special Servicer to perform its obligations under this Agreement.; and (vii) Any consent, approval, authorization or order it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viiiSection 3.11(d) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreementhereof. (b) The representations and warranties of the Special Servicer set forth in this Section 3.24(a) 2.6 shall survive the execution and delivery until termination of this Agreement Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warrantiesparties hereto, the party discovering such breach shall give prompt written notice thereof to the other parties heretoCertificateholders and any Companion Loan Holder. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.