Common use of Representations and Warranties of the Trustee and the Fiscal Agent Clause in Contracts

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Trustee 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 Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trustee 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 Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporation, duly organized, validly existing and in good standing under the laws governing its creation; (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Fiscal Agent 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 Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, date hereof that: (i) The the Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United Statesgoverning its creation and existence and has full power and authority to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement; (ii) The the execution and delivery by the Trustee of this Agreement have been duly authorized by all necessary action on the part of the Trustee; neither the execution and delivery of this Agreement by Agreement, nor the Trusteeconsummation of the transactions contemplated in this Agreement, and the performance and nor compliance with the terms provisions of this Agreement by the TrusteeAgreement, will not violate the Trustee's charter and by-laws conflict with or result in a breach of, or constitute a default under, (i) any of the provisions of any law, governmental rule, regulation, judgment, decree or an event whichorder binding on the Trustee or its properties that would materially and adversely affect the Trustee's ability to perform its obligations under this Agreement, with notice or lapse (ii) the organizational documents of timethe Trustee, or both, would constitute a default(iii) under, or result in the breach of, terms of any material agreement or other instrument to which it the Trustee is a party or by which it is applicable bound; the Trustee is not in default with respect to it any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its assetsperformance under this Agreement; (iii) The Trustee 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 by the Trustee of this AgreementAgreement and the consummation of the transactions contemplated by this Agreement do not require the consent, and approval, authorization or order of, the giving of notice to or the registration with any state, federal or other governmental authority or agency, except such as has duly executed and delivered been or will be obtained, given, effected or taken in order for the Trustee to perform its obligations under this Agreement; (iv) This Agreementthis Agreement has been duly executed and delivered by the Trustee and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereofits terms, subject subject, as to (a) enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally as from time to time in effect, and the rights of creditors of national banking associations specifically and (b) to general principles of equity, equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law;); and (v) The Trustee no litigation is not in violation ofpending or, 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 to the Trustee's good faith and reasonable judgmentknowledge, is threatened, against the Trustee that, either in one instance or in the aggregate, would draw into question the validity of this Agreement, or which would be likely to affect impair materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition terms of the Trustee; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, date hereof that: (i) The the Fiscal Agent is a foreign banking corporation, corporation duly organized, validly existing and in good standing under the laws governing its creationcreation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement; (ii) The the execution and delivery by the Fiscal Agent of this Agreement have been duly authorized by all necessary corporate action on the part of the Fiscal Agent; neither the execution and delivery of this Agreement by Agreement, nor the consummation of the transactions contemplated in this Agreement, nor compliance with the provisions of this Agreement, will conflict with or result in a breach of, or constitute a default under, (i) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Fiscal Agent or its properties that would materially and adversely affect the Fiscal Agent's ability to perform its obligations under this Agreement, (ii) the organizational documents of the Fiscal Agent, and the performance and compliance with or (iii) the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it the Fiscal Agent is a party or by which it is applicable bound; the Fiscal Agent is not in default with respect to it any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its assetsperformance under this Agreement; (iii) The Fiscal Agent 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 by the Fiscal Agent of this AgreementAgreement and the consummation of the transactions contemplated by this Agreement do not require the consent, and approval, authorization or order of, the giving of notice to, or the registration with, any state, federal or other governmental authority or agency, except such as has duly executed and delivered this Agreementbeen obtained, given, effected or taken prior to the date hereof; (iv) This Agreementthis Agreement has been duly executed and delivered by the Fiscal Agent and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal valid and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent in accordance with the terms hereofits terms, subject subject, as to (a) enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally as from time to time in effect, and the rights of creditors of national banking associations specifically and (b) to general principles of equity, equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law;); and (v) The Fiscal Agent no litigation is not in violation ofpending or, 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 to the Fiscal Agent's good faith and reasonable judgmentknowledge, is threatened, against the Fiscal Agent that, either in any one instance or in the aggregate, would draw into question the validity of this Agreement, or which would be likely to affect impair materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition terms of the Fiscal Agent; (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Trustee 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 Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trustee 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 lawlaw (subject to the appointment in accordance with such applicable laws of any co-trustee or separate trustee required pursuant to this Agreement), 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 Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the Depositor, the Master Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporation, duly organized, validly existing and in good standing under the laws governing its creation; (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Fiscal Agent 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 Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Trustee 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 Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trustee 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 Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporation, duly organized, validly existing and in good standing under the laws governing its creation;; 140 (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Fiscal Agent 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 Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII]] 141

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association, association duly organized, validly existing and in good standing under the laws of the United States;States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Trustee 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 heretoSpecial Servicer, the Master Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the Trustee;Trustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by the Trustee, of or compliance by the Trustee withwith this Agreement, this Agreement or the consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to the actual have a material adverse effect on performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.. 181 (b) The Fiscal Agent hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporationan organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation;creation and existence. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Fiscal Agent 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 heretoSpecial Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition conditions or operations of the Fiscal Agent;Agent or its properties. (viv) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law for the execution, delivery and performance by the Fiscal Agent, of or compliance by the Fiscal Agent withwith this Agreement, this Agreement or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to have a material adverse effect on the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association, association duly organized, validly existing and in good standing under the laws of the United States;States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Trustee 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 heretoSpecial Servicer, the Master Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws 160 affecting the enforcement of creditors' creditor's rights generally generally, and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the Trustee;Trustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by the Trustee, of or compliance by the Trustee withwith this Agreement, this Agreement or the consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to the actual have a material adverse effect on performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporationan organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation;creation and existence. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Fiscal Agent 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 heretoSpecial Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition conditions or operations of the Fiscal Agent;Agent or its properties. (viv) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law for the execution, delivery and performance by the Fiscal Agent, of or compliance by the Fiscal Agent withwith this Agreement, this Agreement or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to have a material adverse effect on the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association, association duly organized, validly existing and in good standing under the laws of the United States;States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Trustee 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 heretoSpecial Servicer, the Master Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general 277 principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the Trustee;Trustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by the Trustee, of or compliance by the Trustee withwith this Agreement, this Agreement or the consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to the actual have a material adverse effect on performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporationan organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation;creation and existence. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Fiscal Agent 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 heretoSpecial Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local 278 governmental or regulatory authorityagency, which violationdefault, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition conditions or operations of the Fiscal Agent;Agent or its properties. (viv) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law for the execution, delivery and performance by the Fiscal Agent, of or compliance by the Fiscal Agent withwith this Agreement, this Agreement or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to have a material adverse effect on the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association, association duly organized, validly existing and in good standing under the laws of the United States;States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not 180 violate the Trustee's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Trustee 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 heretoSpecial Servicer, the Master Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the Trustee;Trustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by the Trustee, of or compliance by the Trustee withwith this Agreement, this Agreement or the consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to the actual have a material adverse effect on performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporationan organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation;creation and existence. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. 181 (iii) The Fiscal Agent 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 heretoSpecial Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition conditions or operations of the Fiscal Agent;Agent or its properties. (viv) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law for the execution, delivery and performance by the Fiscal Agent, of or compliance by the Fiscal Agent withwith this Agreement, this Agreement or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to have a material adverse effect on the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Trustee 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 Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trustee 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 Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporation, duly organized, validly existing and in good standing under the laws governing its creation; (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Fiscal Agent 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 Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article END OF ARTICLE VIII]

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association, nationally chartered bank duly organized, validly existing and in good standing under the laws of the United States;States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Trustee 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 heretoSpecial Servicer, the Master Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' creditor's rights generally generally, and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the Trustee;Trustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by the Trustee, of or compliance by the Trustee withwith this Agreement, this Agreement or the consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to the actual have a material adverse effect on performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporationan organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation;creation and existence. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Fiscal Agent 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 heretoSpecial Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. 155 (viv) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition or operations of the Fiscal Agent;Agent or its properties. (viv) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law for the execution, delivery and performance by the Fiscal Agent, of or compliance by the Fiscal Agent withwith this Agreement, this Agreement or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to have a material adverse effect on the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach 139 of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Trustee 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 Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trustee 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 Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporation, duly organized, validly existing and in good standing under the laws governing its creation; (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Fiscal Agent 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 Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII]] 141

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Trustee 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 Trustee, enforceable against the Trustee 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trustee 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 Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the -174- Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the Depositor, the Servicer and the Special Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporation, duly organized, validly existing and in good standing under the laws governing its creation; (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; (iii) The Fiscal Agent 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 Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; (vi) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Fiscal Agent, or compliance by the Fiscal Agent with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association, association duly organized, validly existing and in good standing under the laws of the United States;States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Trustee 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 heretoSpecial Servicer, the Master Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' creditor's rights generally generally, and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the Trustee;Trustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by the Trustee, of or compliance by the Trustee withwith this Agreement, this Agreement or the consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to the actual have a material adverse effect on performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporationan organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation;creation and existence. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Fiscal Agent 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 heretoSpecial Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition conditions or operations of the Fiscal Agent;Agent or its properties. (viv) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law for the execution, delivery and performance by the Fiscal Agent, of or compliance by the Fiscal Agent withwith this Agreement, this Agreement or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations qualifications, registrations, filings or notices as have been obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to have a material adverse effect on the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].

Representations and Warranties of the Trustee and the Fiscal Agent. (a) The Trustee hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association, association duly organized, validly existing and in good standing under the laws of the United States;States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Trustee 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 heretoSpecial Servicer, the Master Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' creditor's rights generally generally, and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the Trustee;Trustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by the Trustee, of or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by with this Agreement, except for or the 172 consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to the actual have a material adverse effect on performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (b) The Fiscal Agent hereby represents and warrants to the DepositorMaster Servicer, the Servicer for its own benefit and the Special Servicer and for the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Fiscal Agent is a foreign banking corporationan organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation;creation and existence. (ii) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's charter and by-laws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;. (iii) The Fiscal Agent 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 heretoSpecial Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent 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 the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;. (viv) The Fiscal Agent is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition conditions or operations of the Fiscal Agent;Agent or its properties. (viv) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Fiscal Agent to perform its obligations under this Agreement or the financial condition of the Fiscal Agent; andAgreement. (viivi) No consent, approval, authorization or order of of, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law for the execution, delivery and performance by the Fiscal Agent, of or compliance by the Fiscal Agent withwith this Agreement, this Agreement or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations qualifications, registrations, filings or notices as have been 173 obtained or made and (2) where the transactions contemplated by this Agreement, except for any lack of such consent, approval, authorization authorization, qualification, registration, filing or order which has notice would not been obtained or cannot be obtained prior to have a material adverse effect on the actual performance by the Fiscal Agent of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Fiscal Agent to perform its obligations hereunder. [End of Article VIII].