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

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (i) It is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws 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) It 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 the other parties hereto, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to warrants, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party; (b) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It the Assignment and Assumption Agreement 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 been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement, execution the NPA and delivery the Note Documents to which it is a party have been, or will be, as applicable, duly executed and delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform its obligations under this Agreement the Trustee or its financial condition.properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the Master Servicerother parties hereto, and for the Securities Administrator benefit of the Trust Interest Owners and the Depositor as applicableCompanion Loan Holders, that as of the Closing Date, that: (i) It the Trustee is a national banking association association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America.States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will shall not violate the Trustee’s organizational documents or any other material instrument governing its articles of incorporation or bylaws operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets., which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will shall not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform its obligations under this Agreement the Trustee or its financial condition.properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; (viii) the Trustee is covered by errors and omissions insurance and fidelity bond coverage which is in full force and effect or its financial conditionotherwise complies with the requirements of Section 8.6(b) hereof; and (ix) the Trustee is a Qualified Trustee. (b) The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto, the Trust Interest Owners and the Companion Loan Holders.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It has this Trust Supplement, the full power and authority to enter into and consummate all transactions contemplated by this Intercreditor Agreement, has duly authorized the executionEscrow Agreement and the Note Documents to which it is a party have been, delivery and performance of this Agreementor will be, and has as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law governing its trust powers or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles any provision of incorporation the charter of the Trustee, and (iii) will not violate any provision of, or bylaws or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach creation or imposition of, any material lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) The Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) The execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the The execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) This Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to warrants, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party; (b) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It the Assignment and Assumption Agreement 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 been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement, execution the NPA and delivery the Note Documents to which it is a party have been, or will be, as applicable, duly executed and delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) The Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) The execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the The execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) This Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, other parties hereto that as of the Closing Date, that: (i) It the Trustee is a national banking association association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation or bylaws association or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets., which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It the Trustee, to its actual knowledge, is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to affect the Closing Date; (vii) to the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely either the affect its ability of it to perform its obligations under this Agreement Agreement; and (viii) the Trustee is covered by errors and omissions insurance coverage which is in full force and effect or its financial conditionotherwise complies with the requirements of Section 8.6(b). (vib) No litigation is pending orThe respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the best benefit of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial conditionother parties hereto.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of, any material mortgage, indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (ia) It the Trustee is a national banking association with trust powers, duly organized, and validly existing and in good standing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws 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) It has the full corporate power and authority to enter into execute, deliver and consummate all transactions contemplated by perform its obligations under this Agreement, has duly authorized the execution, delivery and performance of this AgreementIndenture, and is duly eligible and qualified to act as trustee under this Indenture; (b) this Indenture has been duly authorized, executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Trustee and constitutes a valid, legal the valid and binding obligation of itthe Trustee, enforceable against it in accordance with the its terms hereofexcept (i) as limited by bankruptcy, subject to (A) applicable bankruptcyfraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, reorganization, moratorium and or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally, generally and (B) by general principles of equityequitable principles, regardless of whether such enforcement is considered in a proceeding in equity or at law., and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (vc) It is not in violation neither the execution or delivery by the Trustee of this Indenture nor the performance by the Trustee of its obligations under this Indenture requires the consent or approval of, the giving of notice to or the registration or filing with, any governmental authority or agency under any existing law of the United States of America governing the banking or trust powers of the Trustee; (d) neither the execution, delivery and its execution and delivery performance of this Agreement and its performance and compliance with Indenture, nor the terms consummation of the transactions contemplated by this Agreement will not constitute a violation ofIndenture, (i) is prohibited by, or requires the Trustee to obtain any consent, authorization, approval or registration under, any law, any order or decree of any court or arbiterstatute, rule, regulation, or any judgment, order, regulation writ, injunction or demand decree that is binding upon the Trustee or any of its properties or assets, (ii) will violate the provisions of the Governing Documents of the Trustee or (iii) will violate any provision of, result in any default or acceleration of any federalobligations under, state result in the creation or local governmental imposition of any lien pursuant to, or regulatory authorityrequire any consent under, any material agreement to which violationthe Trustee is a party or by which it or any of its property is bound, in its good faith and reasonable judgment, is likely to affect materially and adversely either the ability violation of it to perform its obligations under this Agreement which would have a material adverse effect on the Trustee or its financial condition.property; and (vie) No litigation is there are no proceedings pending or, to the best knowledge of its knowledgethe Trustee, threatened against itthe Trustee before any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either could have a material adverse effect on the ability Assets or the performance by the Trustee of it to perform its obligations under this Agreement or its financial conditionIndenture.

Representations and Warranties of the Trustee. The Trustee (a) Chase Manhattan Bank Delaware hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, Beneficial Owner that: (i) It it is a national banking association corporation duly organized, validly existing and in good standing under the laws of Delaware and has its principal place of business in the United States State of America.Delaware; (ii) The execution it has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Agreement; (iii) the execution, delivery and performance by it of this Agreement by it(A) shall not violate any provision of any law or regulation of the State of Delaware governing the corporate powers of the Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority of the State of Delaware applicable to the Trustee or any of its assets, (B) shall not violate any provision of the organizational documents of the Trustee, and the performance and compliance with the terms of this Agreement by it, will (C) shall not violate its articles of incorporation any provision of, or bylaws or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties of the Trustee pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have a materially adverse effect on the Trustee's performance or any of ability to perform its assets.duties as trustee under this Agreement or on the transactions contemplated in this Agreement; (iiiiv) It 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 shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Trustee (other than as may have been made or received, as the case may be, and other than the filing of the Certificate of Trust with the Secretary of State); and (v) this Agreement has been duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitutes the legal, constitutes a valid, legal valid and binding obligation agreement of itthe Trustee, enforceable against it the Trustee in accordance with the terms hereofits terms, subject to (A) applicable bankruptcy, except as enforceability may be limited by insolvency, receivership, reorganization, moratorium and or other similar laws affecting the enforcement of creditors’ ' rights generally, in general and (B) by general principles of equity, regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, each Special Servicer, the Securities Administrator Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the 000 Xxxxx Xxxxxx Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, each Special Servicer, the Securities Administrator Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser or its financial conditionthe Centre Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to warrants, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party; (b) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It The Assignment and Assumption Agreement 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 been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement, execution the NPA and delivery the Note Documents to which it is a party have been, or will be, as applicable, duly executed and delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national New York banking association corporation, duly organized, validly existing and in good standing under the laws of the United States State of America.New York; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation the Trustee’s organization certificate or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.,

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, other parties hereto that as of the Closing Date, that: (i) It the Trustee is a national banking association association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation or bylaws association or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets., which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It the Trustee, to its actual knowledge, is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to affect the Closing Date; (vii) to the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely either the affect its ability of it to perform its obligations under this Agreement Agreement; (viii) the Trustee is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b); and (ix) to its financial conditionactual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser. (vib) No litigation is pending orThe respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the best benefit of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial conditionother parties hereto.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation the Trustee’s organization certificate or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.,

Representations and Warranties of the Trustee. The Trustee (a) Computershare Trust Company, National Association, as Trustee, hereby represents and warrants warrants, for the benefit of the Certificateholders and the Companion Loan Holders to the Master Servicer, the Securities Administrator and the Depositor as applicable, other parties hereto that as of the Closing Date, that: (i) It the Trustee is a national banking association association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America.States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation or bylaws association or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets., which default or breach of such material contract or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to the Mortgaged Property as contemplated by Section 8.10, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It the Trustee, to its actual knowledge, is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform its obligations under this Agreement the Trustee or its financial condition.properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement or its financial conditionAgreement; and (viii) the Trustee is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(c). (b) The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; and (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder, any Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated VRR Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national New York banking association corporation, duly organized, validly existing and in good standing under the laws of the United States State of America.New York; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform its obligations under this Agreement the Trustee or its financial condition.properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; and (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders and the Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform the Trustee or might have consequences that would materially affect the performance of its obligations under this Agreement duties hereunder or its financial condition.thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform the Trustee or might have consequences that would materially affect the performance of its obligations under this Agreement duties hereunder or its financial condition.thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator, without imposing any duty on any party to investigate (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (ia) It the Trustee is a national banking association with trust powers, duly organized, and validly existing and in good standing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws 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) It has the full corporate power and authority to enter into execute, deliver and consummate all transactions contemplated by perform its obligations under this Agreement, has duly authorized the execution, delivery and performance of this AgreementIndenture, and is duly eligible and qualified to act as trustee under this Indenture; (b) this Indenture has been duly authorized, executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Trustee and constitutes a valid, legal the valid and binding obligation of itthe Trustee, enforceable against it in accordance with the its terms hereofexcept (i) as limited by bankruptcy, subject to (A) applicable bankruptcyfraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, reorganization, moratorium and or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally, generally and (B) by general principles of equityequitable principles, regardless of whether such enforcement is considered in a proceeding in equity or at law., and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (vc) It is not in violation neither the execution or delivery by the Trustee of this Indenture nor the performance by the Trustee of its obligations under this Indenture requires the consent or approval of, the giving of notice to or the registration or filing with, any governmental authority or agency under any existing law of the United States of America governing the banking or trust powers of the Trustee; (d) neither the execution, delivery and its execution and delivery performance of this Agreement and its performance and compliance with Indenture, nor the terms consummation of the transactions contemplated by this Agreement will not constitute a violation ofIndenture, (i) is prohibited by, or requires the Trustee to obtain any consent, authorization, approval or registration under, any law, any order or decree of any court or arbiterstatute, rule, regulation, or any judgment, order, regulation writ, injunction or demand decree that is binding upon the Trustee or any of its properties or assets, (ii) will violate the provisions of the Governing Documents of the Trustee or (iii) will violate any provision of, result in any default or acceleration of any federalobligations under, state result in the creation or local governmental imposition of any lien pursuant to, or regulatory authorityrequire any consent under, any material agreement to which violationthe Trustee is a party or by which it or any of its property is bound, in its good faith and reasonable judgment, is likely to affect materially and adversely either the ability violation of it to perform its obligations under this Agreement which would have a material adverse effect on the Trustee or its financial condition.property; and (vie) No litigation is there are no proceedings pending or, to the best knowledge of its knowledgethe Trustee, threatened against itthe Trustee before any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either could have a material adverse effect on the ability Pledged Obligations or the performance by the Trustee of it to perform its obligations under this Agreement or its financial conditionIndenture.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Escrow Agreement and the Note Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Escrow Agreement and the Note Documents to which it is a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Escrow Agreement and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the execution, delivery and performance by the Trustee of this Trust Supplement, the Escrow Agreement and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It has this Trust Supplement, the full power Escrow Agreement and authority the Note Documents to enter into and consummate all transactions contemplated by this Agreementwhich it is a party have been, has duly authorized the executionor will be, delivery and performance of this Agreementas applicable, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to that, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) The Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) The receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It has The receipt of the full power Trust Property under the Assignment and authority to enter into Assumption Agreement and consummate all transactions contemplated the performance by this the Trustee of the Assignment and Assumption Agreement, has duly authorized this Trust Supplement, the execution, delivery and performance of this Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) The Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement, execution the NPA and delivery the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, each Special Servicer, the Securities Administrator Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; and (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to warrants, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party; (b) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It The Assignment and Assumption Agreement 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 been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement and the Note Documents to which it is a party have been, execution or will be, as applicable, duly executed and delivery delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is, or is to become, a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Escrow Agreement and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national New York banking association corporation, duly organized, validly existing and in good standing under the laws of the United States State of America.New York; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation the Trustee’s organization certificate or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform its obligations under this Agreement the Trustee or its financial condition.properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to that, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) The Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) The receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It has The receipt of the full power Trust Property under the Assignment and authority to enter into Assumption Agreement and consummate all transactions contemplated the performance by this the Trustee of the Assignment and Assumption Agreement, has duly authorized this Trust Supplement, the execution, delivery and performance of this Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) The Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement, execution the NPA and delivery the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party (collectively, the "TRUSTEE AGREEMENTS") and has taken all necessary action to authorize the execution, delivery and performance by it of the Trustee Agreements; (b) the execution, delivery and performance by the Trustee of the Trustee Agreements (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Agreementthe Trustee Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) each Trustee Agreement has been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreement of itthe Trustee, enforceable against it in accordance with the terms hereofits terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to warrants, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under, and perform, the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party; (b) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It has the full power receipt of the Trust Property under the Assignment and authority to enter into Assumption Agreement and consummate all transactions contemplated the performance by this the Trustee of the Assignment and Assumption Agreement, has duly authorized this Trust Supplement, the execution, delivery and performance of this Intercreditor Agreement, the Escrow Agreement and the Note Documents will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) The Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement and the Note Documents have been, execution or will be, as applicable, duly executed and delivery delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law governing its trust powers or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles any provision of incorporation the charter or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach creation or imposition of, any material lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicableother parties hereto that, as of the Closing Date, that: (ia) It the Trustee has been duly organized and is a national banking association duly organized, validly existing and in good standing under the laws of the United States State of America.New York and is qualified under the laws of the jurisdictions in which the Collateral and the Underlying Properties are located to the extent necessary to perform its obligations in accordance with the terms of this Indenture except to the extent that the laws of any state in which the Indenture Collateral is located may require the appointment of a co-trustee for the enforcement of its rights with respect to the Indenture Collateral; (iib) The the execution and delivery of this Agreement by it, Indenture and the performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws 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 Security Documents to which it is a party or which is applicable to it or any of its assets. (iii) It has by the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has Trustee have been duly authorized by all necessary corporate action on the part of the Trustee; the Trustee is duly authorized under applicable law, its articles of incorporation and its by-laws to authenticate the Notes, to accept the delivery of the Collateral and to perform its obligations under this Indenture andeach of the other Security Documents to which it is a party, and all corporate action necessary or required therefor has been duly and effectively taken or obtained; none of the execution, delivery and performance of this AgreementIndenture, or the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under (i) the terms of any agreement or instrument to which the Trustee is a party or by which it is bound; (ii) the certificate of incorporation or by-laws of the Trustee; or (iii) to the Trustee's knowledge, the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties; neither the Trustee nor any of its Affiliates is a party to, bound by, or in breach of or in violation of any material indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or to the knowledge of the Trustee may in the future materially and adversely affect (x) the ability of the Trustee to perform its obligations under this Indenture or (y) the business, operations, financial condition, properties or assets of the Trustee; (c) the execution and delivery by the Trustee of this Indenture and the consummation of the transactions contemplated hereby (with the benefit of the provisions hereof) do not require any consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental agency or body, except such as has been obtained and is in full force and effect; (d) this Indenture has been duly executed and delivered this Agreement. (iv) This Agreementby the Trustee and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and legally binding obligation of it, the Trustee enforceable against it in accordance with the terms hereofits terms, subject to (Ai) applicable bankruptcy, fraudulent conveyance or transfer, insolvency, receivership, reorganization, moratorium and other or similar laws of general applicability relating to or affecting the enforcement rights and remedies of creditors’ rights generally, creditors generally and (Bii) general the application of principles of equity, equity (regardless of whether such enforcement is considered and applied in a proceeding in equity or at law.); (ve) It there are no actions, suits or proceedings pending or, to the Trustee's knowledge, threatened against the Trustee, before or by any court, administrative agency, arbitrator or governmental body (i) with 50 respect to any of the transactions contemplated by this Indenture or (ii) with respect to any other matter which could, if determined adversely to the Trustee, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Indenture; and (f) 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 arbiter, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violation, in its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which default might have consequences that would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability condition (financial or otherwise) or operations of it to perform its obligations under this Agreement the Trustee or its financial conditionproperties or might have consequences that would materially and adversely affect its performance hereunder. Within thirty (30) days of the earlier of discovery by the Trustee or receipt of notice by the Trustee of the breach of any representation or warranty of the Trustee set forth in this Section 6.8, the Trustee shall cure such breach in all material respects.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Note Purchase Agreement and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; and (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party (collectively, the "Trustee Agreements") and has taken all necessary action to authorize the execution, delivery and performance by it of the Trustee Agreements; (b) the execution, delivery and performance by the Trustee of the Trustee Agreements (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Agreementthe Trustee Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) each Trustee Agreement has been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreement of itthe Trustee, enforceable against it in accordance with the terms hereofits terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to warrants, on the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Transfer Date, that: (a) the Trustee has full power, authority and legal right to receive the Trust Property assigned by the Related Trustee, assume the obligations under and perform the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party and has taken all necessary action to authorize such receipt, assumption and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party; (b) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It the Assignment and Assumption Agreement 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 been duly executed and delivered by the Trustee and this Agreement. (iv) This Trust Supplement, the Intercreditor Agreement, assuming due authorizationthe Escrow Agreement, execution the NPA and delivery the Note Documents to which it is a party have been, or will be, as applicable, duly executed and delivered by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national New York banking association corporation, duly organized, validly existing and in good standing under the laws of the United States State of America.New York; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform its obligations under this Agreement the Trustee or its financial condition.properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder, any Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated VRR Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion Loan Holders, and to the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national New York banking association corporation, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation or bylaws by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform the Trustee or might have consequences that would materially affect the performance of its obligations under this Agreement duties hereunder or its financial condition.thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee Trustee, on behalf of and as to itself, hereby represents and warrants to for the Master Servicer, benefit of the Company and the Holders of the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (ia) It the Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Indenture and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; (b) the Trustee is a national Delaware banking association corporation, duly organizedorganized with trust powers, validly existing and in good standing under the laws of the United States State of America.Delaware and with its principal place of business in the State of Delaware; (iic) The execution the Trustee has full corporate power, authority and delivery of legal right to execute, deliver and perform its obligations under this Agreement by it, Indenture and the performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws 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 has taken all necessary action to which it is a party or which is applicable to it or any of its assets. (iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized authorize the execution, delivery and performance by it of this AgreementIndenture; (d) this Indenture has been duly authorized, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitutes the legal, constitutes a valid, legal valid and binding obligation agreement of it, the Trustee enforceable against it in accordance with the terms hereofits terms, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium insolvency and other similar laws affecting the enforcement of creditors’ rights generally, generally and (B) to general principles of equity, equity and the discretion of the court (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (ve) It is not in violation ofthe execution, delivery and its execution and delivery performance of this Agreement Indenture have been duly authorized by all necessary corporate or other action on the part of the Trustee and its do not require any approval of stockholders of the Trustee and such execution, delivery and performance and compliance with the terms of this Agreement will not constitute a violation of, (i) violate the Charter or By-laws of the Trustee or (ii) violate any applicable law, any order governmental rule or decree regulation of any court the United States or arbiterthe State of Delaware, as the case may be, governing the banking and trust powers of the Trustee or any order, regulation judgment or demand decree applicable to the Trustee; (f) neither the authorization, execution or delivery by the Trustee of this Indenture nor the consummation of any federalof the transactions by the Trustee contemplated herein requires the consent or approval of, state the giving of notice to, the registration with or local the taking of any other action with respect to any governmental authority or regulatory authority, which violation, in its good faith agency under any existing law of the United States or the State of Delaware governing the banking and reasonable judgment, is likely to affect materially and adversely either trust powers of the ability of it to perform its obligations under this Agreement or its financial condition.Trustee; and (vig) No litigation is pending or, to the best of its the Trustee’s knowledge, there are no proceedings pending or threatened against itor affecting the Trustee in any court or before any governmental authority, which agency or arbitration board or tribunal that, individually or in the aggregate, would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability Trustee or would question the right, power and authority of it the Trustee, as the case may be, to enter into or perform its obligations as a Trustee under this Agreement or its financial conditionIndenture.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to for the Master Servicer, the Securities Administrator and the Depositor as applicable, as benefit of the Closing Date, other parties to this Indenture and Credit Agreement that: (ia) It the Trustee is a national banking association with trust powers, duly organized, and validly existing and in good standing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws 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) It has the full corporate power and authority to enter into execute, deliver and consummate all transactions contemplated by perform its obligations under this Agreement, has duly authorized the execution, delivery Indenture and performance of this Credit Agreement, and is duly eligible and qualified to act as Trustee under this Indenture and Credit Agreement; (b) this Indenture and Credit Agreement has been duly authorized, executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Trustee and constitutes a valid, legal the valid and binding obligation of itthe Trustee, enforceable against it in accordance with the its terms hereofexcept (i) as limited by bankruptcy, subject to (A) applicable bankruptcyfraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, reorganization, moratorium and or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally, generally and (B) by general principles of equityequitable principles, regardless of whether such enforcement is considered in a proceeding in equity or at law., and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (vc) It is not in violation ofneither the execution, delivery and its execution and delivery performance of this Agreement Indenture and its performance Credit Agreement, nor the consummation of the transactions contemplated by this Indenture and compliance with Credit Agreement, (i) is prohibited by, or requires the terms of this Agreement will not constitute a violation ofTrustee to obtain any consent, authorization, approval or registration under, any law, any order or decree of any court or arbiterstatute, rule, regulation, or any judgment, order, regulation writ, injunction or demand decree that is binding upon the Trustee or any of any federal, state its properties or local governmental Collateral or regulatory authority, which violation, in its good faith and reasonable judgment, is likely to affect materially and adversely either (ii) will violate the ability provisions of it to perform its obligations under this Agreement or its financial condition.the Governing Documents of the Trustee; and (vid) No litigation is there are no proceedings pending or, to the best knowledge of its knowledgethe Trustee, threatened against itthe Trustee before any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either could have a material adverse effect on the ability Collateral or the performance by the Trustee of it to perform its obligations under this Agreement or its financial conditionIndenture and Credit Agreement.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association federal savings bank, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s charter, articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement; and (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach creation or imposition of, any material lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement; (b) the execution, delivery and performance by the Trustee of this Trust Supplement (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 AgreementTrust Supplement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement has been duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitutes the legal, constitutes a valid, legal valid and binding obligation agreement of itthe Trustee, enforceable against it in accordance with the terms hereofits terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (ia) It the Trustee is a national banking association with trust powers, duly organized, and validly existing and in good standing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws 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) It has the full corporate power and authority to enter into execute, deliver and consummate all transactions contemplated by perform its obligations under this Agreement, has duly authorized the execution, delivery and performance of this AgreementIndenture, and is duly eligible and qualified to act as trustee under this Indenture; (b) this Indenture has been duly authorized, executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, Trustee and constitutes a valid, legal the valid and binding obligation of itthe Trustee, enforceable against it in accordance with the its terms hereofexcept (i) as limited by bankruptcy, subject to (A) applicable bankruptcyfraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and other laws affecting the enforcement of creditors’ rights generally, and (B) by general principles of equityequitable principles, regardless of whether such enforcement is considered in a proceeding in equity or at law., and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (vc) It is not in violation neither the execution or delivery by the Trustee of this Indenture nor the performance by the Trustee of its obligations under this Indenture requires the consent or approval of, the giving of notice to or the registration or filing with, any governmental authority or agency under any existing law of the United States of America governing the banking or trust powers of the Trustee; (d) neither the execution, delivery and its execution and delivery performance of this Agreement and its performance and compliance with Indenture, nor the terms consummation of the transactions contemplated by this Agreement will not constitute a violation ofIndenture, (i) is prohibited by, or requires the Trustee to obtain any consent, authorization, approval or registration under, any law, any order or decree of any court or arbiterstatute, rule, regulation, or any judgment, order, regulation writ, injunction or demand decree that is binding upon the Trustee or any of its properties or assets, (ii) will violate the provisions of the Governing Documents of the Trustee or (iii) will violate any provision of, result in any default or acceleration of any federalobligations under, state result in the creation or local governmental imposition of any lien pursuant to, or regulatory authorityrequire any consent under, any material agreement to which violationthe Trustee is a party or by which it or any of its property is bound, in its good faith and reasonable judgment, is likely to affect materially and adversely either the ability violation of it to perform its obligations under this Agreement which would have a material adverse effect on the Trustee or its financial condition.property; and (vie) No litigation is there are no proceedings pending or, to the best knowledge of its knowledgethe Trustee, threatened against itthe Trustee before any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either could have a material adverse effect on the ability Pledged Obligations or the performance by the Trustee of it to perform its obligations under this Agreement or its financial conditionIndenture.

Representations and Warranties of the Trustee. The Trustee (a) Wilmington Trust, National Association, as the Trustee, hereby represents and warrants to the Master Servicer, the Securities Administrator other parties hereto and the Depositor as applicable, Companion Loan Holders that as of the Closing Date, that: (i) It it is a national banking association association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America.States; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, and the its performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws association or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it is a party or which is may be applicable to it or any of its assets., which default or breach of such material contract, agreement or other instrument would have a material adverse effect on its performance of its obligations hereunder; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal its valid and binding obligation of itobligation, enforceable against it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It it 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 lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect its condition (financial or other) or operations or that would materially affect the ability performance of it to perform its obligations under this Agreement duties hereunder or its financial condition.thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for its execution, delivery and performance of this Agreement or if required, such approval has been obtained prior to the Closing Date; (vii) no litigation is pending or, to the best of its knowledge, threatened against it, it which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement or its financial conditionAgreement; and (viii) it is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(c). The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Companion Loan Holders.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Class A Certificates and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Class A Certificates and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Class A Certificates and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of, any material mortgage, indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Class A Certificates and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Class A Certificates and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Custodian and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national New York banking association corporation, duly organized, validly existing and in good standing under the laws of the United States State of America.New York; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform its obligations under this Agreement the Trustee or its financial condition.properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement and the Note Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement and the Note Documents to which it is a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement and the Note Documents to which it is a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement and the Note Documents to which it is a party will not require the authorization, consent, or which approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is applicable to it or any located regulating the banking and corporate trust activities of its assets.the Trustee; and (iiid) It has this Trust Supplement, the full power Intercreditor Agreement and authority the Note Documents to enter into and consummate all transactions contemplated by this Agreementwhich it is a party have been, has duly authorized the executionor will be, delivery and performance of this Agreementas applicable, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee's performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; PROVIDED, subject to HOWEVER, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law governing its trust powers or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles any provision of incorporation the charter of the Trustee, and (iii) will not violate any provision of, or bylaws or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach creation or imposition of, any material lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. The Trustee (a) Wilmington Trust, National Association, as the Trustee, hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, other parties hereto that as of the Closing Date, that: (i) It it is a national banking association association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America.States; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, and the its performance and compliance with the terms of this Agreement by it, will not violate its articles of incorporation or bylaws association or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it is a party or which is may be applicable to it or any of its assets., which default or breach of such material contract, agreement or other instrument would have a material adverse effect on its performance of its obligations hereunder; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, it has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal its valid and binding obligation of itobligation, enforceable against it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It it 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 lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect its condition (financial or other) or operations or that would materially affect the ability performance of it to perform its obligations under this Agreement duties hereunder or its financial condition.thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for its execution, delivery and performance of this Agreement or if required, such approval has been obtained prior to the Closing Date; (vii) no litigation is pending or, to the best of its knowledge, threatened against it, it which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement or its financial conditionAgreement; and (viii) it is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(c). The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation association or bylaws by-laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It The Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder; (vi) No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely to affect materially required for the execution, delivery and adversely either performance by the ability Trustee of it to perform its obligations under this Agreement or its financial condition.if required, such approval has been obtained prior to the Closing Date; and (vivii) No litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion Loan Holders, and to the Master Servicer, the Securities Administrator Special Servicer, the Operating Advisor and the Depositor as applicableCertificate Administrator, as of the Closing Date, that: (i) It The Trustee is a national New York banking association corporation, duly organized, validly existing and in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation or bylaws by laws or shareholders’ resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets.; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to except as such enforcement may be limited by (A) applicable bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, and (B) general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) It the Trustee is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or regulatory authorityin the United States of America having jurisdiction, which violation, in its good faith and reasonable judgment, is likely to affect violation would have consequences that would materially and adversely either affect the ability condition (financial or other) or operations of it to perform the Trustee or might have consequences that would materially affect the performance of its obligations under this Agreement duties hereunder or its financial condition.thereunder; (vi) No no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date; and (vii) no litigation is pending or, to the best of its the Trustee’s knowledge, threatened against it, the Trustee which would prohibit it from its entering into this Agreement or, in its good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of it to perform its obligations under this Agreement Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or its financial conditiona Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, as of the Closing Date, that: (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, any Participation Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the NPA and the Note Documents to which it is or is to become a party; (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, any Participation Agreement, the NPA and the Note Documents to which it is or is to become a party (i) It is a national banking association duly organized, validly existing and in good standing under will not violate any provision of any United States federal law or the laws law of the state of the United States where it is located governing the banking and trust powers of America. the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its any provision of the articles of incorporation association or bylaws by-laws of the Trustee, and (iii) will not violate any provision of, or constitute a default (or an event whichconstitute, with or without notice or lapse of time, or both, would constitute a default) default under, or result in the breach ofcreation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, any material indenture, contract, agreement or other instrument undertaking to which it is a party party, which violation, default or which is applicable lien could reasonably be expected to it have an adverse effect on the Trustee’s performance or any of ability to perform its assets.duties hereunder or thereunder or on the transactions contemplated herein or therein; (iiic) It 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 Trust Supplement, the Intercreditor Agreement, any Participation Agreement, the NPA and has the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (d) this Trust Supplement, the Intercreditor Agreement, the NPA, any Participation Agreement and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties heretoTrustee and constitute, constitutes a validor will constitute, legal as applicable, the legal, valid and binding obligation agreements of itthe Trustee, enforceable against it in accordance with the terms hereoftheir respective terms; provided, subject to however, that enforceability may be limited by (Ai) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other or similar laws affecting the enforcement rights of creditors’ rights generally, creditors generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It 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 its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition. (vi) No litigation is pending or, to the best of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial condition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Securities Administrator and the Depositor as applicable, other parties hereto that as of the Closing Date, that: (i) It the Trustee is a national banking association association, duly organized, validly existing existing, and is in good standing under the laws of the United States of America.; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by it, the Trustee and the its performance and compliance with the terms of this Agreement by it, will not violate its the Trustee’s articles of incorporation or bylaws association or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which it the Trustee is a party or which is may be applicable to it the Trustee or any of its assets., which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder; (iii) It except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power and authority to enter into and consummate all the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal valid and binding obligation of itthe Trustee, enforceable against it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, receivershipconservatorship, reorganization, receivership, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.); (v) It the Trustee, to its actual knowledge, is not in violation of, and its the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, or any order, law or regulation or demand of any federal, state state, municipal or local governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder or thereunder; (vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory authority, which violation, in its good faith and reasonable judgmentagency or body, is likely required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to affect the Closing Date; (vii) to the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely either the affect its ability of it to perform its obligations under this Agreement Agreement; and (viii) the Trustee is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b); and (ix) to its financial conditionactual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser. (vib) No litigation is pending orThe respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the best benefit of its knowledge, threatened against it, which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or its financial conditionother parties hereto.