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 and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Auction Agent and the Depositor, Issuer as of the Closing Date, thatfollows: 5.1 The Trustee (i) The Trustee has been duly incorporated and is a national banking association duly organized, validly existing and in good standing as a national banking association under the laws of the United States. , and (ii) The execution and delivery of this Agreement by has all necessary authority, approvals, consents (whether from the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter Issuer or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a defaultotherwise) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated perform its obligations under this Auction Agent Agreement. This Auction Agent Agreement has been duly and validly authorized, executed and delivered by this Agreementthe Trustee and constitutes the legal, has duly authorized valid, binding and enforceable obligation of the Trustee. 5.2 Neither the execution, delivery and performance of this Auction Agent Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation consummation of the Trustee, enforceable against transactions contemplated hereby nor the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement fulfillment of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms and conditions of this Auction Agent Agreement will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a violation ofdefault under, any lawlaw or regulation, any order or decree of any court or arbiterpublic authority having jurisdiction over the Trustee, or any ordermortgage, regulation indenture, contract, agreement or demand undertaking to which the Trustee is a party or by which it is bound, or the organizational documents pursuant to which the Trustee has been created and under which it is operating. 5.3 All approvals, consents and orders of any federal, state or local governmental or regulatory authority, which violationlegislative body, in the Trustee's good faith and reasonable judgmentboard, is likely to affect materially and adversely either the ability of agency or commission having jurisdiction over the Trustee which would constitute a condition precedent to perform or the absence of which would materially adversely affect the due performance by the Trustee of its obligations under this Auction Agent Agreement or the financial condition of the Trusteehave been obtained. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Senior Trust Advisor, each Serviced Companion Noteholder and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States.States of America; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.Agreement; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the financial condition consummation of the Trusteetransactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Senior Trust Advisor, each Serviced Companion Noteholder and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States.States of America; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.Agreement; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the financial condition consummation of the Trusteetransactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States.States of America; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which that is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.Agreement; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement; (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the financial condition consummation of the Trusteetransactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and (viii) To its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Senior Trust Advisor, the Serviced Companion Noteholder and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor that as of the Closing Date, thatDate or as of such other date specifically provided herein: (ia) The Trustee It is a national banking association and has been duly organized, and is validly existing and in good standing under the laws of the United States.States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (iib) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; none of the Trusteeexecution and delivery by it of the Trust Agreement, and consummation of the performance and transactions therein contemplated, or compliance by it with the terms of this Agreement by the Trusteeprovisions thereof, will not violate the Trustee's charter conflict with or bylaws result in a breach of, or constitute a default (under, any of the provisions of its articles of organization or an event whichby-laws or any law, with notice governmental rule or lapse regulation or any judgment, decree or order binding on it to its knowledge or any of timeits properties, or bothany of the provisions of any indenture, would constitute a default) undermortgage, or result in the breach ofdeed of trust, any material agreement contract or other instrument to which it is a party or by which it is applicable bound; (e) There are no actions, suits or proceedings pending or, to it its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and Trust Agreement or (B) general principles of equity, regardless of whether such enforcement is considered with respect to any other matter which in a proceeding in equity or at law. (v) The Trustee is not in violation of, its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition Trust Agreement; and (f) It meets all of the Trusteeeligibility requirements set forth in Section 9.06 thereof. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Depositor, the Servicer and the DepositorSpecial Servicer, the Paying Agent and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter articles of association 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Senior Trust Advisor, each Serviced Companion Noteholder and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national New York banking association corporation duly organized under the laws of the State of New York, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.Agreement; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the financial condition consummation of the Trusteetransactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator and the DepositorDepositor as applicable, as of the Closing Date, that: (i) The Trustee It is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator, the Depositor and the DepositorNIMS Insurer, if any, as applicable, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Depositor and the DepositorCertificate Insurer, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants warrants, to the Master Servicer Servicer, the Certificate Insurer and the Depositor, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will shall not violate the Trustee's its charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 shall not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee it which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the its ability of the Trustee to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Securities Administrator and the DepositorCustodian, as of the Closing Date, that: (ia) The Trustee has been duly incorporated and is validly existing as a national banking association and is duly organized, validly existing qualified to do business and in good standing under the laws of each jurisdiction in which the United Statesperformance of its duties under this Agreement would require such qualification and has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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. (iiib) The Trustee has the full power and authority to execute, deliver and perform, and to enter into and consummate all the transactions contemplated by this Agreement, Agreement and has duly authorized by all necessary action on the part of the Trustee the execution, delivery and performance of this Agreement, ; and has duly executed and delivered this Agreement. (iv) This Agreement, assuming the due authorization, execution and delivery thereof by the Master Servicer and the Depositorother parties thereto, constitutes a validlegal, legal valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except that (i) the terms hereof, subject to (A) applicable enforceability hereof may be limited by bankruptcy, insolvency, receivershipmoratorium, reorganization, moratorium receivership and other similar laws affecting the enforcement of relating to creditors' rights generally, generally and (Bii) general principles the remedy of equity, regardless specific performance and injunctive and other forms of whether such enforcement is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at lawtherefor may be brought. (vc) The Trustee is not in violation of, and its execution and delivery of this Agreement by the Trustee, the consummation of any other of the transactions contemplated by this Agreement, and its performance and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Trustee and will not (i) result in a material breach of any term or provision of the articles of incorporation or bylaws of the Trustee, (ii) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Trustee is a party or by which it may be bound, or (iii) constitute a material violation of any statute, order or regulation applicable to the Trustee of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Trustee; and the Trustee is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Trustee's ability to perform or meet any of its obligations under this Agreement. (d) No litigation is pending or threatened against the Trustee that would materially and adversely affect the execution, delivery or enforceability of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform any of its obligations under this Agreement or in accordance with the financial condition terms thereof. For purposes of the Trustee. (vi) No litigation is pending orforegoing, the Trustee does not regard any actions, proceedings or investigations "threatened" unless the potential litigants or governmental authority has manifested to the best a member of the Trustee's knowledge, threatened against Legal Department having responsibility for litigation matters involving the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability corporate trust activities of the Trustee its present intention to perform its obligations under initiate such proceedings. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, this Agreement or the financial condition consummation of the Trusteetransactions contemplated thereby, or if any such consent, approval, authorization or order is required, the Trustee has obtained the same.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator and the DepositorDepositor as applicable, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Paying Agent and the Special Servicer and for the Depositorbenefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the Master Servicer other parties hereto, and for the benefit of the Certificateholders and the DepositorCompanion Loan Holder(s), that as of the Closing Date, that: (i) The 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.; 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 the Trustee, Trustee and the its performance and compliance with the terms of this Agreement by the Trustee, will shall not violate the Trustee's charter ’s organizational documents or bylaws any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which 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) The 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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) The 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 the Trustee's 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 the Trustee to perform or its obligations under this Agreement properties or might have consequences that would materially affect the financial condition performance of the Trustee.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 the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from its entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of the Trustee 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 otherwise complies with the financial condition requirements of Section 8.6(b) hereof; (ix) the Trustee is a Qualified Trustee; and (x) to its actual knowledge, the Trustee is not a Risk Retention Affiliate of the TrusteeThird Party Purchaser. (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 Certificateholders and the Companion Loan Holder(s).

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Senior Trust Advisor, each Serviced Companion Noteholder and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.Agreement; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the financial condition consummation of the Trusteetransactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicers, the Paying Agent and the Special Servicer and for the Depositorbenefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer and the DepositorPaying Agent and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (b) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to that: (a) the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association or a state-chartered banking association or corporation with trust powers, duly organized, and validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter States or bylaws or constitute a default (or an event whichstate thereof, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full 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 Master Servicer Trustee and constitutes the Depositor, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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. (v) The Trustee is not in violation of, and its (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; (c) neither the execution and or delivery by the Trustee of this Agreement and its Indenture nor performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of by the Trustee to perform of its obligations under this Agreement Indenture requires the consent or approval of, the giving notice to or the financial condition registration or filing with, any governmental authority or agency under any existing law of the United States governing the banking or trust powers of the Trustee. ; (vid) No litigation there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of a Trust Officer of the Trustee's knowledge, threatened against that, if determined adversely to the Trustee, would have a material adverse effect upon the performance by the Trustee of its duties under, or on the validity or enforceability of, this Indenture; (e) the Trustee is not in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Trustee or its properties, the breach or violation of which or default under which would prohibit have a material adverse effect on the validity or enforceability of this Indenture or the performance by the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially of its duties hereunder; and adversely affect either the ability (f) as of the Closing Date, the Trustee is eligible under Section 6.8 to perform its obligations under this Agreement or the financial condition of the Trusteeserve as Trustee hereunder.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the DepositorCertificate Administrator, as of the Closing Date, that: (i) 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.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 the Trustee, Trustee and the its performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter ’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) The 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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) The 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 the Trustee's 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 the Trustee to perform or its obligations under this Agreement properties or might have consequences that would materially affect the financial condition performance of the Trustee.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 the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from its entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of the Trustee 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 a Responsible Officer of the Trustee or the financial condition Certificate Administrator (or upon written notice thereof from any Certificateholder) of a breach of any of the Trusteerepresentations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder 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 each Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the each Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the Master Servicer other parties hereto, and for the benefit of the Trust Interest Owners and the DepositorCompanion Loan Holder(s), that as of the Closing Date, that: (i) The 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.; 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 the Trustee, Trustee and the its performance and compliance with the terms of this Agreement by the Trustee, will shall not violate the Trustee's charter ’s organizational documents or bylaws any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which 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) The 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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) The 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 the Trustee's 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 the Trustee to perform or its obligations under this Agreement properties or might have consequences that would materially affect the financial condition performance of the Trustee.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 the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from its entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of the Trustee 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 otherwise complies with the financial condition requirements of Section 8.6(b) hereof; and (ix) the Trustee is a Qualified Trustee. (b) The respective representations and warranties of the TrusteeTrustee 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 Holder(s).

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to that: (a) the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association or a state-chartered banking association or corporation with trust powers, duly organized, and validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter States or bylaws or constitute a default (or an event whichstate thereof, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full 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 Master Servicer Trustee and constitutes the Depositor, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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. (v) The Trustee is not in violation of, and its (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; (c) neither the execution and or delivery by the Trustee of this Agreement and its Indenture nor performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of by the Trustee to perform of its obligations under this Agreement Indenture requires the consent or approval of, the giving notice to or the financial condition registration or filing with, any governmental authority or agency under any existing law of the United States governing the banking or trust powers of the Trustee. ; (vid) No litigation there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of a Trust Officer of the Trustee's knowledge, threatened against that, if determined adversely to the Trustee, would have a material adverse effect upon the performance by the Trustee of its duties under, or on the validity or enforceability of, this Indenture; (e) the Trustee is not in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Trustee or its properties, the breach or violation of which or default under which would prohibit have a material adverse effect on the validity or enforceability of this Indenture or the performance by the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially of its duties hereunder; and adversely affect either the ability (f) as of the Closing Date, the Trustee to perform has a combined capital and surplus in excess of $200,000,000, has an office within the United States and its obligations under this Agreement long-term senior debt is rated “BBB” or the financial condition of the Trustee.above by S&P.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Depositor and the DepositorCertificate Insurer, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter articles of association 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator, the Group I Senior Certificate Insurer and the DepositorDepositor as applicable, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Depositor, the Servicer and the DepositorSpecial Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicers and the Special Servicer and for the Depositorbenefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.;

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Senior Trust Advisor and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator, the Depositor and the DepositorCertificate Insurer as applicable, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. The (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the Master Servicer other parties hereto, and for the benefit of the Certificateholders and the DepositorCompanion Loan Holder(s), that as of the Closing Date, that: (i) The 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.; 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 the Trustee, Trustee and the its performance and compliance with the terms of this Agreement by the Trustee, will shall not violate the Trustee's charter ’s organizational documents or bylaws any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which 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) The 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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) The 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 the Trustee's 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 the Trustee to perform or its obligations under this Agreement properties or might have consequences that would materially affect the financial condition performance of the Trustee.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 the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from its entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of the Trustee 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 otherwise complies with the financial condition requirements of Section 8.6(b) hereof; (ix) the Trustee is a Qualified Trustee; and (x) to its actual knowledge, the Trustee is not a Risk Retention Affiliate of the TrusteeThird Party Purchaser; (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 Certificateholders and the Companion Loan Holder(s).

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and the rights of creditors of national banking associations specifically, and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law., and (c) public policy considerations that limit the enforceability of any provision of this Agreement which purports or is construed to provide indemnification or exculpation of liability with respect to securities law violations; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the Master Servicer other parties hereto, and for the benefit of the Certificateholders and the DepositorCompanion Loan Holder(s), that as of the Closing Date, that: (i) The 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.; 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 the Trustee, Trustee and the its performance and compliance with the terms of this Agreement by the Trustee, will shall not violate the Trustee's charter ’s organizational documents or bylaws any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which 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) The 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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) The 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 the Trustee's 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 the Trustee to perform or its obligations under this Agreement properties or might have consequences that would materially affect the financial condition performance of the Trustee.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 the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from its entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of the Trustee 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 otherwise complies with the financial condition requirements of Section 8.6(b) hereof; and (ix) the Trustee is a Qualified Trustee. (b) The respective representations and warranties of the TrusteeTrustee 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 Certificateholders and the Companion Loan Holder(s).

Representations and Warranties of the Trustee. The Trustee (a) Chase Manhattan Bank USA, National Association hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, Beneficial Owner that: (i) The Trustee it is a national banking association duly organized, validly existing and in good standing under the laws of the United States.States and has its principal place of business in the State of 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 (A) shall not violate any provision of any law or regulation of the United States or 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 United States or 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 the Trustee, will (C) shall not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance by the Trustee of this AgreementAgreement 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 Master Servicer Trustee and constitutes the Depositorlegal, constitutes a valid, legal valid and binding obligation agreement of the Trustee, enforceable against 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Delivery Date, that: (i) The Trustee is a national banking association Massachusetts trust company duly organized, validly existing and in good standing under the laws of the United StatesCommonwealth of Massachusetts. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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; no license, consent, approval, authorization or order of any court or governmental agency is required for the execution, delivery and performance by the Trustee of this Agreement, except as have been previously obtained. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer Initial Beneficiary and the Depositor, as of the Closing Date, Holders that: (i) The Trustee it is a national Delaware banking association corporation duly organized, validly existing and in good standing under the laws of the United States.State of Delaware; (ii) The execution it has full corporate power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary 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 (i) does not violate any provision of any law or regulation governing the banking and trust powers of 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) does not violate any provision of the corporate charter or by-laws of the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will (iii) does not violate the Trustee's charter 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, violation, default or which is applicable Lien would reasonably be expected to it have a materially adverse effect on the Trustee’s performance or any of ability to perform its assets.duties under this Agreement or on the transactions contemplated in this Agreement; (iiiiv) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance by the Trustee of this AgreementAgreement does not require the authorization, and 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; and (v) this Agreement has been duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer Trustee and constitutes the Depositorlegal, constitutes a valid, legal valid and binding obligation agreement of the Trustee, enforceable against the Trustee in accordance with the terms hereofits terms, subject to (A) applicable bankruptcy, except as enforceability may be limited by insolvency, receivershipbankruptcy, reorganization, moratorium and or other laws relating to or affecting the enforcement of creditors' ’ rights generally, and (B) by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawequitable principles. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer and the DepositorCertificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator and the DepositorDepositor as applicable, as of the Closing Date, that: (i) The Trustee It is a national New York banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor that as of the Closing Date, thatDate or as of such other date specifically provided herein: (ia) The Trustee It is a national banking association and has been duly organized, and is validly existing and in good standing under the laws of the United States.States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (iib) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; neither the Trusteeexecution and delivery by it of the Trust Agreement, and nor consummation of the performance and transactions therein contemplated, nor compliance by it with the terms of this Agreement by the Trusteeprovisions thereof, will not violate the Trustee's charter conflict with or bylaws result in a breach of, or constitute a default (under, any of the provisions of its articles of organization or an event whichby-laws or any law, with notice governmental rule or lapse regulation or any judgment, decree or order binding on it to its knowledge or any of timeits properties, or bothany of the provisions of any indenture, would constitute a default) undermortgage, or result in the breach ofdeed of trust, any material agreement contract or other instrument to which it is a party or by which it is applicable bound; (e) There are no actions, suits or proceedings pending or, to it its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and Trust Agreement or (B) general principles of equity, regardless of whether such enforcement is considered with respect to any other matter which in a proceeding in equity or at law. (v) The Trustee is not in violation of, its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition Trust Agreement; and (f) It meets all of the Trusteeeligibility requirements set forth in Section 9.06 thereof. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (ia) The the Trustee is a national banking association duly organized, validly limited liability company organized and existing and in good standing under the laws of the State of New Hampshire; (b) the Trustee has full power, authority and legal right to execute and deliver this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a party, to perform its obligations thereunder and has taken all necessary action to authorize the execution and delivery by it of this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a party and to perform its obligations thereunder; (c) the execution and delivery by the Trustee of this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a party and the performance of its obligations hereunder and thereunder: (i) will not violate any provision of any U.S. federal law or the law of the state of the United States. States where it is located governing the banking and trust powers of 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 the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate any provision of the articles of incorporation or by-laws of the Trustee's charter ; 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 Assets 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; (iiid) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer Trustee of this Trust Agreement, the Certificates and the Depositorother Trust Transaction Documentation to which it is or is to become a party and the performance of its obligations thereunder will not require the authorization, constitutes 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 (e) this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a validparty have been, legal or will be, as applicable, duly executed and delivered by the Trustee and constitute, or will constitute, as applicable, the legal, valid and binding obligation agreements of the Trustee, enforceable against the Trustee 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 creditors generally, ; and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Co-Trustee, the Master Servicers and the Special Servicer and for the Depositorbenefit of the Certificateholders and the related Companion Holders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Depositor, the Servicer and the DepositorSpecial Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association trust company chartered under the laws of the Commonwealth of Massachusetts, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer and the DepositorPaying Agent and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor that as of the Closing Date, thatDate or as of such other date specifically provided herein: (ia) The Trustee It is a national banking association and has been duly organized, and is validly existing and in good standing under the laws of the United States.States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (iib) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; neither the Trusteeexecution and delivery by it of the Trust Agreement, and nor consummation of the performance and transactions therein contemplated, nor compliance by it with the terms of this Agreement by the Trusteeprovisions thereof, will not violate the Trustee's charter conflict with or bylaws result in a breach of, or constitute a default (under, any of the provisions of its articles of organization or an event whichby-laws or any law, with notice governmental rule or lapse regulation or any judgment, decree or order binding on it to its knowledge or any of timeits properties, or bothany of the provisions of any indenture, would constitute a default) undermortgage, or result in the breach ofdeed of trust, any material agreement contract or other instrument to which it is a party or by which it is applicable bound; (e) There are no actions, suits or proceedings pending or, to it its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and Trust Agreement or (B) general principles of equity, regardless of whether such enforcement is considered with respect to any other matter which in a proceeding in equity or at law. (v) The Trustee is not in violation of, its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition Trust Agreement; and (f) It meets all of the Trusteeeligibility requirements set forth in Section 8.06 thereof. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor that as of the Closing Date, thatDate or as of such other date specifically provided herein: (ia) The Trustee It is a national banking association corporation and has been duly organized, and is validly existing and in good standing under the laws of its State of organization with full power and authority (corporate and other) to enter into and perform its obligations under the United States.Trust Agreement; (iib) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; neither the Trusteeexecution and delivery by it of the Trust Agreement, and nor consummation of the performance and transactions therein contemplated, nor compliance by it with the terms of this Agreement by the Trusteeprovisions thereof, will not violate the Trustee's charter conflict with or bylaws result in a breach of, or constitute a default (under, any of the provisions of its articles of organization or an event whichby-laws or any law, with notice governmental rule or lapse regulation or any judgment, decree or order binding on it to its knowledge or any of timeits properties, or bothany of the provisions of any indenture, would constitute a default) undermortgage, or result in the breach ofdeed of trust, any material agreement contract or other instrument to which it is a party or by which it is applicable bound; (e) There are no actions, suits or proceedings pending or, to it its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and Trust Agreement or (B) general principles of equity, regardless of whether such enforcement is considered with respect to any other matter which in a proceeding in equity or at law. (v) The Trustee is not in violation of, its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition Trust Agreement; and (f) It meets all of the Trusteeeligibility requirements set forth in Section 8.06 thereof. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Depositor and the DepositorCertificate Insurer, as of the Closing Date, that: (i) The Trustee is a national New York banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to to, and covenants with, each of the Master Servicer and other parties hereto (other than the Depositor) and for the benefit of the Securityholders, as of the date hereof and as of each Additional Closing DateDate (except to the extent provided in the relevant Trust Agreement Supplement), that: (i) The Trustee is duly organized and validly existing in good standing as a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each State in which each of the Sites is located to the extent necessary to ensure the enforceability of the Mortgage Loan Documents (insofar as such enforceability is dependent upon compliance by the Trustee with such laws) and to perform its obligations under this Agreement. (ii) The Trustee’s execution and delivery of this Agreement by the Trusteeof, and the performance under and compliance with the terms of this Agreement by the TrusteeAgreement, will not violate the Trustee's charter or bylaws ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the a breach of, any material agreement or other material instrument to which it is a party or by which it is applicable bound, which default or breach, in the reasonable judgment of the Trustee is likely to it or any affect materially and adversely the ability of the Trustee to perform its assetsobligations under this Agreement. (iii) The Trustee has the full requisite power and authority to enter into and consummate all transactions involving the Trustee contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and ’s reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the TrusteeAgreement. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (vii) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement oror that, in the Trustee's good faith ’s reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement. (viii) The Trustee is eligible to act as Trustee hereunder in accordance with Section 8.06. (b) The representations and warranties of U.S. Bank set forth in Sections 2.05(a) shall survive the execution and delivery of this Agreement or and shall inure to the financial condition benefit of the TrusteePersons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any such representations and warranties that materially and adversely affects the interests of the Securityholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a) subject to such appropriate modifications to the representation and warranty set forth in Sections 2.05(a)(i), as applicable, to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Depositor, the Servicer and the DepositorSpecial Servicer, and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, and to the Master Servicer Servicer, the Special Servicer, the Operating Advisor and the DepositorCertificate Administrator, as of the Closing Date, that: (i) The Trustee is a national banking association association, duly organized, validly existing and in good standing under the laws of the United States.States of America; 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 the Trustee, Trustee and the its performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter ’s articles of 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) The 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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) The 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 the Trustee's 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 the Trustee to perform or its obligations under this Agreement properties or might have consequences that would materially affect the financial condition performance of the Trustee.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 the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from its entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to or materially and adversely affect either the its ability of the Trustee 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 a Responsible Officer of the Trustee or the financial condition Certificate Administrator (or upon written notice thereof from any Certificateholder) of a breach of any of the Trusteerepresentations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder 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, the Master Servicer, the Special Servicer and the DepositorPaying Agent for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (ia) The the Trustee is a national banking association duly organized, validly limited liability company organized and existing and in good standing under the laws of the State of New Hampshire; (b) the Trustee has full power, authority and legal right to execute and deliver this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a party, to perform its obligations thereunder and has taken all necessary action to authorize the execution and delivery by it of this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a party and to perform its obligations thereunder; (c) the execution and delivery by the Trustee of this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a party and the performance of its obligations thereunder: (i) will not violate any provision of any U.S. federal law or the law of the state of the United States. States where it is located governing the banking and trust powers of 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 the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate any provision of the articles of incorporation or by-laws of the Trustee's charter ; 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 Assets 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; (iiid) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer Trustee of this Trust Agreement, the Certificates and the Depositorother Trust Transaction Documentation to which it is or is to become a party and the performance of its obligations thereunder will not require the authorization, constitutes 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 (e) this Trust Agreement, the Certificates and the other Trust Transaction Documentation to which it is or is to become a validparty have been, legal or will be, as applicable, duly executed and delivered by the Trustee and constitute, or will constitute, as applicable, the legal, valid and binding obligation agreements of the Trustee, enforceable against the Trustee 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 creditors generally, ; and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to to, and covenants with, each of the Master Servicer other parties hereto and for the Depositorbenefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is duly organized and validly existing as a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan (insofar as such enforceability is dependent upon compliance by the Trustee with such laws) and to perform its obligations under this Agreement. (ii) The Trustee's execution and delivery of this Agreement by the Trusteeof, and the performance under and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the a breach of, any material agreement or other material instrument to which it is a party or by which it is applicable bound, which default or breach, in the reasonable judgment of the Trustee is likely to it affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or any the financial condition of its assetsthe Trustee. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generallygenerally and the rights of creditors of national banking associations, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the reasonable judgment of the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (vii) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement oror that, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06 and has errors and omissions insurance in such amount and with such coverage as is consistent with any criteria published by [S&P] as of the Closing Date (or, if permitted by such criteria, is self-insured). (b) The representations, warranties and covenants of the Trustee set forth in Section 2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any such representations, warranties and covenants that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and the Controlling Class Representative. (c) Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations, warranties and covenants set forth in Section 2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Trustee. as ------------------------------------------------- Trustee. The Trustee, in its capacity as such, represents and ------- warrants as follows: 4.1 The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, organized and validly existing and trust company in good standing and with full authority to act as Trustee and exercise trust powers under the laws of the United States. Commonwealth of Massachusetts and (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full corporate power and authority to enter into execute and consummate all deliver the Trust Agreement and to carry out the transactions contemplated by this Agreement, has duly authorized the thereby. 4.2 The execution, delivery and performance of this AgreementAgreement will not violate (i) the Trustee's Charter or Bylaws, each as amended or restated to date, (ii) any provision of any indenture, mortgage, deed of trust, agreement, instrument, order, arbitration award, Judgment or decree to which the Trustee or the Trust is a party or by which it or the Trust or any of their respective assets are bound, or (iii) any statute, rule or regulation applicable to the Trustee or the Trust of any court, bureau, board, agency or other governmental body having jurisdiction, which conflict, breach or default might have a material adverse effect. 4.3 This Agreement and has the Trust Agreement have been duly executed and delivered this Agreement. (iv) This Agreementby the Trustee on behalf of the Trust and, assuming due authorization, execution and delivery by UAL, each constitutes the Master Servicer and the Depositorlegal, constitutes a valid, legal valid and binding obligation of the Trustee, Trust enforceable against the Trustee in accordance with their respective terms, except as the terms hereof, subject to (A) enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency, receivershipfraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors' creditors rights generally, ERISA and (B) by general principles of equity, equity (regardless of whether such enforcement is considered in a proceeding at law or in equity or at lawequity). (v) 4.4 The Trustee is not in violation of, and its execution and delivery acquiring the shares on behalf of this the Plan pursuant to the Trust Agreement and its performance the Plan solely for investment purposes and compliance not with a view toward, or for sale in connection with, any public distribution thereof; provided, however, nothing herein shall prohibit the Trustee from disposing of any or all of the Shares. 4.5 No authorization, approval or consent of any governmental authority or agency is necessary to be obtained by the Trustee or the Plan in connection with the terms purchase of the Shares by the Trustee on behalf of the Plan hereunder. 4.6 The Trustee, at the expense of UAL, has retained independent legal counsel knowledgeable in matters regarding ERISA and Code fiduciary responsibilities and has retained an independent financial advisor to advise the Trustee regarding the transactions contemplated by this Agreement will Agreement. 4.7 The Trustee has not constitute a violation ofemployed any broker, any law, any order finder or decree of any court or arbiteragent, or agreed to pay or incurred any orderbrokerage fee, regulation finder's fee, commission or demand other similar form of any federal, state or local governmental or regulatory authority, which violation, compensation in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under connection with this Agreement or the transactions contemplated hereby. 4.8 Trustee has received an opinion of Houlihan, Lokey, Xxxxxx and Xxxxx, Inc., financial condition of advisor to the Trustee. (vi) No litigation is pending or, to the best effect that (i) the Purchase Price is not greater than fair market value, (ii) the Transaction is fair to the Plan from a financial point of view, (iii) the Trustee's knowledge, threatened against conversion price with respect to the Trustee which would prohibit Shares is reasonable and (iv) the Trustee from entering into this Agreement or, in interest rate on the Trustee's good faith reasonable judgment, ESOP Note is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trusteenot unreasonable.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to that: (a) the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association or a state-chartered banking association or corporation with trust powers, duly organized, and validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter States or bylaws or constitute a default (or an event whichstate thereof, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full 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 Master Servicer Trustee and constitutes the Depositor, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee 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. (v) The Trustee is not in violation of, and its (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; (c) neither the execution and or delivery by the Trustee of this Agreement and its Indenture nor performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of by the Trustee to perform of its obligations under this Agreement Indenture requires the consent or approval of, the giving notice to or the financial condition registration or filing with, any governmental authority or agency under any existing law of the United States governing the banking or trust powers of the Trustee. ; (vid) No litigation there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of a Trust Officer of the Trustee's knowledge, threatened against that, if determined adversely to the Trustee, would have a material adverse effect upon the performance by the Trustee of its duties under, or on the validity or enforceability of, this Indenture; (e) the Trustee is not in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Trustee or its properties, the breach or violation of which or default under which would prohibit have a material adverse effect on the validity or enforceability of this Indenture or the performance by the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially of its duties hereunder; and adversely affect either the ability (f) as of the Closing Date, the Trustee to perform has a combined capital and surplus in excess of $200,000,000, has an office within the United States and its obligations under this Agreement long-term senior debt is rated “Baa2” or the financial condition of the Trustee.above by Xxxxx’x and “BBB” or above by S&P.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement Agree ment or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the TrusteeAgreement.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor as of the Closing Date, that: (i) The Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized 119 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 Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the TrusteeAgreement.

Representations and Warranties of the Trustee. The (a) Wells Fargo Bank, N.A., in its capacity as Trustee hereby represents (the "Trustee"), herxxx xepresents and warrants to the Master Servicer other parties hereto and for the Depositorbenefit of the Certificateholders and, in the case of a Whole Loan, the related Companion Loan Holder, as of the Closing Date, that: (i) The Trustee is a national banking association bank duly organized, validly existing and in good standing under the laws of the United StatesStates and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Loan and to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will do not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which that is applicable to it or any of its assets, which default, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which that would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed. (b) The representations and warranties of the Trustee set forth in Section 2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any of the parties hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Each successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations set forth in Section 2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization. In any such case, the term "Trustee" shall be deemed to mean such successor Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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 117 agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that:Auction Agent that it (i) The Trustee has been duly incorporated and is a national banking association duly organized, validly existing and in good standing under the laws of the United States.as a New York corporation, and (ii) The execution and delivery of this Agreement by has all necessary authority, approvals, consents (whether from the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter Issuer or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a defaultotherwise) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by perform its obligations under this Agreement; this Agreement has been duly and validly authorized, has duly authorized executed and delivered by the Trustee and constitutes the legal, valid, binding and enforceable obligation of the Trustee, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity and the exercise of judicial discretion. (b) Neither 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 Master Servicer and the Depositor, constitutes a valid, legal and binding obligation consummation of the Trustee, enforceable against transactions contemplated hereby nor the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement fulfillment of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms and conditions of this Agreement will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a violation ofdefault under, any lawlaw or regulation, any order or decree of any court or arbiterpublic authority having jurisdiction over the Trustee, or any ordermortgage, regulation indenture, contract, agreement or demand undertaking to which the Trustee is party or by which it is bound, or the organizational documents pursuant to which the Trustee has been created and under which it is operating. (c) All approvals, consents and orders of any federal, state or local governmental or regulatory authority, which violationlegislative body, in the Trustee's good faith and reasonable judgmentboard, is likely to affect materially and adversely either the ability of agency or commission having jurisdiction over the Trustee which would constitute a condition precedent to perform or the absence of which would materially adversely affect the due performance by the Trustee of its obligations under this Agreement or the financial condition of the Trusteehave been obtained. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer Initial Beneficiary and the Depositor, as of the Closing Date, Holders that: (i) The Trustee it is a national Delaware banking association corporation duly organized, validly existing and in good standing under the laws of the United States.State of Delaware; (ii) The execution it has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary 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 (i) does not violate any provision of any law or regulation governing the banking and trust powers of 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) does not violate any provision of the corporate charter or by-laws of the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will (iii) does not violate the Trustee's charter 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, violation, default or which is applicable Lien would reasonably be expected to it have a materially adverse effect on the Trustee’s performance or any of ability to perform its assets.duties under this Agreement or on the transactions contemplated in this Agreement; (iiiiv) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance by the Trustee of this AgreementAgreement does not require the authorization, and 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; and (v) this Agreement has been duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer Trustee and constitutes the Depositorlegal, constitutes a valid, legal valid and binding obligation agreement of the Trustee, enforceable against the Trustee in accordance with the terms hereofits terms, subject to (A) applicable bankruptcy, except as enforceability may be limited by insolvency, receivershipbankruptcy, reorganization, moratorium and or other laws relating to or affecting the enforcement of creditors' ’ rights generally, and (B) by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at lawequitable principles. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the FDIC and the DepositorMortgage Loan Seller, as of the Closing Date, that: (i) The Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesCommonwealth of Massachusetts. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer Servicer, the FDIC and the DepositorMortgage Loan Seller, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the condition (financial or other) or operations of the Trustee or the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the TrusteeAgreement. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the condition (financial or other) or operations of the Trustee or the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the TrusteeAgreement.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator, MBIA and the DepositorDepositor as applicable, as of the Closing Date, that: (i) The Trustee It is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicers, the Special Servicer and the DepositorPaying Agent and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (b) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor as of the Closing Date, that: (i) The Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United Statesgoverning its creation and existence. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter articles of association 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer and the DepositorSpecial Servicer, the Paying Agent and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, for its own benefit and the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Special Servicer, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the TrusteeTrustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement Agreement. (vi) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Trustee with this Agreement, or the financial condition consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the Trustee.lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on performance by the Trustee under this Agreement. 301

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, for its own benefit and the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association trust company duly organized, validly existing and in good standing under the laws of the United StatesCommonwealth of Massachusetts. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Special Servicer, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' creditor's rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the TrusteeTrustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement Agreement. (vi) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under E-203 federal or state law, for the execution, delivery and performance of or compliance by the Trustee with this Agreement, or the financial condition consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the Trusteelack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on performance by the Trustee under this Agreement.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor as of the Closing Date, that: (i) The Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.Agreement. 108

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Delivery Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets; no license, consent, approval, authorization or order of any court or governmental agency is required for the execution, delivery and performance by the Trustee of this Agreement, except as have been previously obtained, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either 155 the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer Servicer, the Securities Administrator, the Depositor and the DepositorInsurer as applicable, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will not violate the Trustee's charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's its knowledge, threatened against the Trustee it, which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. a. The Trustee hereby represents represents, warrants and warrants to covenants for the Master Servicer and benefit of the DepositorSponsor, as of the Closing Datedate hereof, that: (i) i. The Trustee is a national banking association Delaware corporation duly organized, organized and validly existing and in good standing under the laws of the United StatesState of Delaware. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) . The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this AgreementSecond Amended and Restated Declaration of Trust, has duly authorized the execution, delivery and performance of this AgreementSecond Amended and Restated Declaration of Trust, and has duly executed and delivered this AgreementSecond Amended and Restated Declaration of Trust. (iv) iii. This AgreementSecond Amended and Restated Declaration of Trust, assuming due authorization, execution and delivery by the Master Servicer and the DepositorSponsor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) iv. The Trustee is not in violation of, and its Trustee’s execution and delivery of this Agreement and its of, performance under and compliance with the terms this Second Amended and Restated Declaration of this Agreement Trust, will not violate the Trustee’s organizational documents or constitute a violation default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any lawmaterial agreement or other material instrument to which it is a party or by which it is bound. v. The execution, delivery and performance by the Trustee, in its individual capacity, of this Second Amended and Restated Declaration of Trust do not (i) violate or contravene any judgment, injunction, order or decree binding on the Trustee or (ii) result in the creation or imposition of any court lien attributable to the Trustee, in its individual capacity, on the Trust Property. vi. No consent, approval or arbiter, or any order, regulation or demand authorization of any federal, state or local Delaware governmental or regulatory authority, which violation, in agency governing the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability trust powers of the Trustee to perform its obligations under this Agreement or is required for the financial condition consummation by the Trustee of the Trusteetransactions contemplated herein. (vi) vii. No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement orSecond Amended and Restated Declaration of Trust or that, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition Second Amended and Restated Declaration of Trust. b. The representations and warranties of the TrusteeTrustee set forth in this Section 2.2 shall survive the execution and delivery of this Second Amended and Restated Declaration of Trust and, to the fullest extent permitted by law, shall inure to the benefit of the Sponsor for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any such representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. c. Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in this Section 2.2. Except as otherwise provided in this Section 2.2, in accepting the trust hereby created, CSC Delaware Trust Company is acting solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Second Amended and Restated Declaration of Trust shall look only to the Trust Property for payment or satisfaction thereof.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to to, and covenants with, each of the Master Servicer and other parties hereto (other than the Depositor) and for the benefit of the Certificateholders, as of the Closing DateDate and as of each Additional Closing Date (except to the extent provided in the relevant Trust Agreement Supplement), that: (i) The Trustee is duly organized and validly existing in good standing as a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates and is,, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each State in which each of the Sites is located to the extent necessary to ensure the enforceability of the Mortgage Loan Documents (insofar as such enforceability is dependent upon compliance by the Trustee with such laws) and to perform its obligations under this Agreement. (ii) The Trustee’s execution and delivery of this Agreement by the Trusteeof, and the performance under and compliance with the terms of this Agreement by the TrusteeAgreement, will not violate the Trustee's charter or bylaws ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the a breach of, any material agreement or other material instrument to which it is a party or by which it is applicable bound, which default or breach, in the reasonable judgment of the Trustee is likely to it or any affect materially and adversely the ability of the Trustee to perform its assetsobligations under this Agreement. (iii) The Trustee has the full requisite power and authority to enter into and consummate all transactions involving the Trustee contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and ’s reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the TrusteeAgreement. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (vii) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement oror that, in the Trustee's good faith ’s reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement. (viii) The Trustee is eligible to act as Trustee hereunder in accordance with Section 8.06. (b) The representations and warranties of LaSalle set forth in Sections 2.05(a) shall survive the execution and delivery of this Agreement or and shall inure to the financial condition benefit of the TrusteePersons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and the Controlling Class Representative. (c) Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a) subject to such appropriate modifications to the representation and warranty set forth in Sections 2.05(a)(i), as applicable, to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, for its own benefit and the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (ia) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (iib) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (ivc) This Agreement, assuming due authorization, execution and delivery by the Special Servicer, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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. (vd) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the TrusteeTrustee or its properties. (vie) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement Agreement. (f) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Trustee with this Agreement, or the financial condition consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the Trusteelack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on performance by the Trustee under this Agreement.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: Auction Agent that it (i) The Trustee has been duly incorporated and is a national banking association duly organized, validly existing and in good standing under the laws of the United States. as a New York banking corporation and (ii) The execution and delivery of this Agreement by has all necessary authority, approvals, consents (whether from the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter Issuer or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a defaultotherwise) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by perform its obligations under this Agreement; this Agreement has been duly and validly authorized, has duly authorized executed and delivered by the Trustee and constitutes the legal, valid, binding and enforceable obligation of the Trustee, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting creditors' rights and subject to general principles of equity and the exercise of judicial discretion. (b) Neither 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 Master Servicer and the Depositor, constitutes a valid, legal and binding obligation consummation of the Trustee, enforceable against transactions contemplated hereby nor the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement fulfillment of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms and conditions of this Agreement will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a violation ofdefault under, any lawlaw or regulation, any order or decree of any court or arbiterpublic authority having jurisdiction over the Trustee, or any ordermortgage, regulation indenture, contract, agreement or demand undertaking to which the Trustee is party or by which it is bound, or the organizational documents pursuant to which the Trustee has been created and under which it is operating. (c) All approvals, consents and orders of any federal, state or local governmental or regulatory authority, which violationlegislative body, in the Trustee's good faith and reasonable judgmentboard, is likely to affect materially and adversely either the ability of agency or commission having jurisdiction over the Trustee which would constitute a condition precedent to perform or the absence of which would materially adversely affect the due performance by the Trustee of its obligations under this Agreement or the financial condition of the Trusteehave been obtained. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Depositor, the Servicer and the DepositorSpecial Servicer and for the benefit of the Certificateholders and the holders of any Serviced Companion Loan, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee. (a) The Trustee Trustee, in its capacity as the Trustee, hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, Date that: (i) The Trustee is a national banking association corporation, duly organized, validly existing and in good standing under the laws of the United States.governing its creation and existence and has full corporate power and authority, to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement; (ii) The execution and delivery by the Trustee of this Agreement have been duly authorized by all necessary corporate action on the part of the Trustee; neither the execution and delivery of this Agreement, and nor the performance and consummation of the transactions contemplated in this Agreement, nor compliance with the terms provisions of this Agreement by the TrusteeAgreement, will not violate the Trustee's charter conflict with or bylaws result in a breach of, or constitute a default under, (i) any of the provisions of any law, governmental rule, regulation, judgment, decrees or an event whichorder binding on the Trustee or its properties that would materially and adversely affect the Trustee's ability to perform its obligations under this Agreement, with notice or lapse (ii) the organizational documents of timethe Trustee, or both, would constitute a default(iii) under, or result in the breach of, terms of any material agreement or other instrument to which it the Trustee is a party or by which it is applicable bound; the Trustee is not in default with respect to it any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its assets.performance under this Agreement; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance by the Trustee of this AgreementAgreement and the consummation of the transactions contemplated by this Agreement do not require the consent, and approval, authorization or order of, the giving of notice to or the registration with any state, federal or other governmental authority or agency, except such as has duly executed and delivered been or will be obtained, given, effected or taken in order for the Trustee to perform its obligations under this Agreement; provided, however, that to the extent it may become necessary, the Trustee may act pursuant to Section 8.11 hereof. (iv) This AgreementAgreement has been duly executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the Master Servicer and the Depositorother parties hereto, constitutes a validlegal, legal valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereofits terms, subject subject, as to (A) enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, receivership, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generallygenerally as from time to time in effect, and (B) to general principles of equity, equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law.); and (v) The Trustee is not in violation ofThere are no actions, 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 suits or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is proceedings pending or, to the best of the Trustee's knowledge, threatened threatened, against the Trustee that, either in any one instance or in the aggregate, would draw into question the validity of this Agreement, or which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is be likely to impair materially and adversely affect either the ability of the Trustee to perform its obligations under the terms of this Agreement or the financial condition of the TrusteeAgreement. (b) [Reserved]

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, for its own benefit and the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (ia) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (iib) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (ivc) This Agreement, assuming due authorization, execution and delivery by the Special Servicer, the Master Servicer Servicer, the Fiscal Agent and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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. (vd) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the TrusteeTrustee or its properties. (vie) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement. (f) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Trustee with this Agreement, or the consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on performance by the Trustee under this Agreement. (g) The Fiscal Agent hereby represents and warrants to the Master Servicer, for its own benefit and the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: 282 (h) The Fiscal Agent is an organization organized under the laws of the Netherlands, duly organized, validly existing and in good standing under the laws governing its creation and existence. (i) The execution and delivery of this Agreement by the Fiscal Agent, and the performance and compliance with the terms of this Agreement by the Fiscal Agent, will not violate the Fiscal Agent's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (j) This Agreement, assuming due authorization, execution and delivery by the Special Servicer, the Master Servicer, the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (k) The Fiscal Agent is not in default with respect to any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Fiscal Agent's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Fiscal Agent to perform its obligations or the financial condition conditions or operations of the TrusteeFiscal Agent or its properties. (l) No litigation is pending or, to the best of the Fiscal Agent's knowledge, threatened against the Fiscal Agent which would prohibit the Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Fiscal Agent to perform its obligations under this Agreement. (m) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under federal or state law for the execution, delivery and performance of or compliance by the Fiscal Agent with this Agreement, or the consummation by the Fiscal Agent of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Fiscal Agent under this Agreement.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter articles of association 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, for its own benefit and the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Special Servicer, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other 254 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. (viv) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the TrusteeTrustee or its properties. (viv) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement Agreement. (vi) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Trustee with this Agreement, or the financial condition consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the Trusteelack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on performance by the Trustee under this Agreement.

Representations and Warranties of the Trustee. a. The Trustee hereby represents represents, warrants and warrants to covenants for the Master Servicer and benefit of the DepositorSponsor, as of the Closing Datedate hereof, that: (i) i. The Trustee is a national banking association Delaware corporation duly organized, organized and validly existing and in good standing under the laws of the United StatesState of Delaware. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) . The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this AgreementAmended and Restated Declaration of Trust, has duly authorized the execution, delivery and performance of this AgreementAmended and Restated Declaration of Trust, and has duly executed and delivered this AgreementAmended and Restated Declaration of Trust. (iv) iii. This AgreementAmended and Restated Declaration of Trust, assuming due authorization, execution and delivery by the Master Servicer and the DepositorSponsor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generallygenerally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) iv. The Trustee is not in violation of, and its Trustee’s execution and delivery of this Agreement and its of, performance under and compliance with the terms this Amended and Restated Declaration of this Agreement Trust, will not violate the Trustee’s organizational documents or constitute a violation default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any lawmaterial agreement or other material instrument to which it is a party or by which it is bound. v. The execution, delivery and performance by the Trustee, in its individual capacity, of this Amended and Restated Declaration of Trust do not (i) violate or contravene any judgment, injunction, order or decree binding on the Trustee or (ii) result in the creation or imposition of any court lien attributable to the Trustee, in its individual capacity, on the Trust Property. vi. No consent, approval or arbiter, or any order, regulation or demand authorization of any federal, state or local Delaware governmental or regulatory authority, which violation, in agency governing the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability trust powers of the Trustee to perform its obligations under this Agreement or is required for the financial condition consummation by the Trustee of the Trusteetransactions contemplated herein. (vi) vii. No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened against the Trustee which that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement orAmended and Restated Declaration of Trust or that, in the Trustee's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition Amended and Restated Declaration of Trust. b. The representations and warranties of the TrusteeTrustee set forth in this Section 2.2 shall survive the execution and delivery of this Amended and Restated Declaration of Trust and, to the fullest extent permitted by law, shall inure to the benefit of the Sponsor for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any such representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. c. Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in this Section 2.2. Except as otherwise provided in this Section 2.2, in accepting the trust hereby created, Delaware Trust Company is acting solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Amended and Restated Declaration of Trust shall look only to the Trust Property for payment or satisfaction thereof.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, Date that: (ia) The Trustee is a national banking association Massachusetts trust company, duly organized, validly existing and in good standing under the laws of the United States.governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement; (iib) The execution and delivery by the Trustee of this Agreement have been duly authorized by all necessary corporate action on the part of the Trustee; neither the execution and delivery of this Agreement, and nor the performance and consummation of the transactions contemplated in this Agreement, nor compliance with the terms provisions of this Agreement by the TrusteeAgreement, will not violate the Trustee's charter conflict with or bylaws result in a breach of, or constitute a default under, (A) any of the provisions of any law, governmental rule, regulation, judgment, decrees or an event whichorder binding on the Trustee or its properties that would materially and adversely affect the Trustee's ability to perform its obligations under this Agreement, with notice or lapse (B) the organizational documents of timethe Trustee, or both, would constitute a default(C) under, or result in the breach of, terms of any material agreement or other instrument to which it the Trustee is a party or by which it is applicable bound; the Trustee is not in default with respect to it any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its assets.performance under this Agreement; (iiic) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance by the Trustee of this Agreement and the consummation of the transactions contemplated by this Agreement do not require the consent, approval, authorization or order of, the giving of notice to or the registration with any state, federal or other governmental authority or agency, except such as has been or will be obtained, given, effected or taken in order for the Trustee to perform its obligations under this Agreement, and ; (d) This Agreement has been duly executed and delivered this Agreement. (iv) This Agreementby the Trustee and, assuming due authorization, execution and delivery by the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereofits terms, subject subject, as to enforcement of remedies, (A) to applicable bankruptcy, reorganization, insolvency, receivership, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generallygenerally as from time to time in effect, and (B) to general principles of equity, equity (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law. ) and (vC) The Trustee is not in violation of, and its execution and delivery public policy considerations underlying the securities laws to the extent that such considerations limit the enforceability of the provisions of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely that purport to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.provide for indemnification for securities law violations; and (vie) No litigation is pending or, to the best of the Trustee's knowledge, threatened threatened, against the Trustee which would prohibit the Trustee from entering into this Agreement orthat, either in one instance or in the Trustee's good faith reasonable judgmentaggregate, is likely would draw into question the validity of this Agreement, or the outcome of which could reasonably be expected to materially and adversely affect either the execution, delivery and performance by, or the enforceability against, the Trustee of this Agreement or the ability of the Trustee to perform its obligations under the terms of this Agreement or the financial condition of the TrusteeAgreement.

Representations and Warranties of the Trustee. The (a) Wells Fargo Bank, N.A., in its capacity as Trustee hereby represents (the "Trustee"), herexx xxpresents and warrants to the Master Servicer other parties hereto and for the Depositorbenefit of the Certificateholders and, in the case of a Whole Loan, the related Companion Loan Holder, as of the Closing Date, that: (i) The Trustee is a national banking association bank duly organized, validly existing and in good standing under the laws of the United StatesStates and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Loan and to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will do not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which that is applicable to it or any of its assets, which default, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which that would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed. (b) The representations and warranties of the Trustee set forth in Section 2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any of the parties hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Each successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations set forth in Section 2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization. In any such case, the term "Trustee" shall be deemed to mean such successor Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.. * ARTICLE IX

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United Statesgoverning its creation and existence. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter articles of association 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Depositor, the Servicer and the DepositorSpecial Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association trust company duly chartered under the laws of the Commonwealth of Massachusetts, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder. [End of Article VIII]

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, Depositor that as of the Closing Date, thatDate or as of such other date specifically provided herein: (ia) The Trustee It is a national banking association and has been duly organized, and is validly existing and in good standing under the laws of the United States.States with full power and authority (corporate and other) to enter into and perform its obligations under the Trust Agreement; (iib) The Trust Agreement has been duly executed and delivered by it, and, assuming due authorization, execution and delivery by the Depositor, constitutes a legal, valid and binding agreement of such entity, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) The execution, delivery and performance by it of the Trust Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof; (d) The execution and delivery of this Trust Agreement by it have been duly authorized by all necessary corporate action on its part; neither the Trusteeexecution and delivery by it of the Trust Agreement, and nor consummation of the performance and transactions therein contemplated, nor compliance by it with the terms of this Agreement by the Trusteeprovisions thereof, will not violate the Trustee's charter conflict with or bylaws result in a breach of, or constitute a default (under, any of the provisions of its articles of organization or an event whichby laws or any law, with notice governmental rule or lapse regulation or any judgment, decree or order binding on it to its knowledge or any of timeits properties, or bothany of the provisions of any indenture, would constitute a default) undermortgage, or result in the breach ofdeed of trust, any material agreement contract or other instrument to which it is a party or by which it is applicable bound; (e) There are no actions, suits or proceedings pending or, to it its knowledge, threatened or asserted against it, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and Trust Agreement or (B) general principles of equity, regardless of whether such enforcement is considered with respect to any other matter which in a proceeding in equity or at law. (v) The Trustee is not in violation of, its judgment will be determined adversely to it and will if determined adversely to it materially adversely affect its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition Trust Agreement; and (f) It meets all of the Trusteeeligibility requirements set forth in Section 9.06 thereof. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants warrants, to the Master Servicer Servicer, the Certificate Insurer and the Depositor, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will shall not violate the Trustee's its charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 shall not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee it which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.150

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer, for its own benefit and the benefit of the Certificateholders, and to the Special Servicer and the Depositor, as of the Closing Date, that: (ia) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United StatesStates of America. (iib) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (ivc) This Agreement, assuming due authorization, execution and delivery by the Special Servicer, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' creditor's rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (vd) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement will not constitute a violation of, any law, respect to any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationdefault, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition or operations of the TrusteeTrustee or its properties. (vie) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement Agreement. (f) No consent, approval, authorization or order of, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Trustee with this Agreement, or the financial condition consummation by the Trustee of any transaction contemplated hereby, other than (1) such consents, approvals, authorization, qualifications, registrations, filings or notices as have been obtained or made and (2) where the Trusteelack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on performance by the Trustee under this Agreement.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Master Depositor, the Servicer and the DepositorSpecial Servicer and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association trust company chartered under the laws of the Commonwealth of Massachusetts, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicer Servicer, the Special Servicer, the Paying Agent and the DepositorServiced Companion Noteholders for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States of America, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants warrants, to the Master Servicer Servicer, the Certificate Insurer and the Depositor, as of the Closing Date, that: (i) The Trustee It is a national banking association duly organized, validly existing and in good standing under the laws of the United States. (ii) The execution and delivery of this Agreement by the Trusteeit, and the performance and compliance with the terms of this Agreement by the Trusteeit, will shall not violate the Trustee's its charter 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) The Trustee 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 Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trusteeit, enforceable against the Trustee 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) The Trustee 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 shall not constitute a violation of, any 127 law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee it to perform its obligations under this Agreement or the its financial condition of the Trusteecondition. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee it which would prohibit the Trustee it from entering into this Agreement or, in the Trustee's its good faith reasonable judgment, is likely to materially and adversely affect either the its ability of the Trustee to perform its obligations under this Agreement or the its financial condition of the Trusteecondition.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national New York banking association corporation duly organized, validly existing and in good standing under the laws of the United StatesState of New York. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.

Representations and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the Master Servicers, the Special Servicer and the DepositorPaying Agent and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association duly organized under the laws of the United States, duly organized, validly existing and in good standing under the laws of the United States.thereof; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.; (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the Master Servicer and the Depositorother parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (Aa) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and the rights of creditors of national banking associations specifically and (Bb) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee; and (vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.

Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Master Servicer and the Depositor, as of the Closing Date, that: (i) The Trustee is a national banking association corporation duly organized, validly existing and in good standing under the laws of the United States.governing its creation and existence; (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter 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) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, 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) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.; (vi) No litigation is pending or, to the best actual knowledge of the Trustee's knowledge, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.