Common use of Representations and Warranties of Trustee Clause in Contracts

Representations and Warranties of Trustee. The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound;. (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is, with respect to each Combination Trust Mortgage Loan, an entity permitted under the Closing Date. related Co-Lender Agreement to be a transferee and holder of such Trust Mortgage Loan. (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Companion Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to the Closing Date. act as trustee hereunder in accordance with Section 8.06. (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organized, a national banking association organized and validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or associationAmerica; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, any Intercreditor Agreement and obligations as set forth herein and in each Supplement to which it is a party the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, any Intercreditor Agreement and the Note Purchase Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement and the Note Purchase Agreements (i) will not violate any provision of any United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement and the Note Purchase Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Trust Agreement, any Intercreditor Agreement has and the Note Purchase Agreements have been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitute the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorequity.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organizeda national banking association organized and validly existing, validly existing and in good standing under the laws of its jurisdiction of incorporation or associationthe United States; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver deliver, and perform its duties this Agreement, any Intercreditor Agreement and obligations as set forth herein and in each Supplement to which it is a party the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement, any Intercreditor Agreement and the Note Purchase Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement and the Note Purchase Agreements (i) will not violate any provision of any United States federal law or the law of the State of Connecticut 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement any Intercreditor Agreement and the Note Purchase Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of Connecticut regulating the banking and corporate trust activities of the Trustee; and (e) this Trust Agreement, any Intercreditor Agreement has and the Note Purchase Agreements have been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorequity.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organizeda Delaware banking corporation organized and validly existing, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and obligations as set forth herein and in each Supplement the Note Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party; (ivc) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party (i) will not violate any provision of any United States federal law or the law of the State of Delaware 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of Delaware regulating the banking and corporate trust activities of the Trustee; and (e) this Trust Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement has and the Note Documents to which it is a party have been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorequity.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organizeda Delaware banking corporation organized and validly existing, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Note Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party; (ivc) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party (i) will not violate any provision of any United States federal law or the law of the State of Delaware 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of Delaware regulating the banking and corporate trust activities of the Trustee; and (e) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to due execution which it is a party have been duly executed and delivered by the Depositor, Trustee and constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorequity.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver deliver, and perform its duties this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and obligations as set forth herein and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Trust Agreement has Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party have been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein under the Trust Agreement, the Units and in each Supplement to which it is a party the Swap Agreement and has taken all necessary action to authorize the execution, delivery and performance by it (or, with respect to the Units, by an Authenticating Agent on its behalf, if applicable) of this the Trust Agreement, the Units and the Swap Agreement; (iii) the execution and delivery of the Trust Agreement, the Units, the Distribution Agreement and the Swap Agreement by the Trustee and its performance of and compliance with the terms of the Trust Agreement, the Units and the Swap Agreement will not violate the Trustee's articles of incorporation, association or other constitutive documents or By-laws or constitute a default under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets; (iv) this as of the Closing Date, each of the Trust Agreement, the Units and the Swap Agreement has been duly executed and delivered by the Trustee (or, with respect to the Units, by an Authenticating Agent on its behalf, if applicable) and constitutes, subject to due execution by each of the Depositor, Trust Agreement and the Swap Agreement constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity; (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement, the Swap Agreement and the Units by the Trustee and its performance and compliance with respective terms of the terms thereof Trust Agreement, the Swap Agreement and the Units will not constitute a violation, of any order or decree of any court or any order or regulation of any federalFederal, stateState, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust AgreementAgreement or the Swap Agreement or to render the Units invalid, (B) seeking to prevent the issuance of the Certificates Units or the consummation of any of the transactions contemplated by the Trust Agreement or the Swap Agreement or (C) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement, the Swap Agreement or the Units; and (vii) no consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, the Swap Agreement or the Units, or for the consummation of the transactions contemplated by the Trust Agreement or the Swap Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties . (b) Within 30 days of the earlier of discovery by the Trustee or receipt of notice by the Trustee of a breach of any representation or warranty of the Trustee set forth in this Section 7.10 shall survive 10.12 that materially and adversely affects the receipt interests of Underlying Securities by the Unitholders, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach in all material respects.

Representations and Warranties of Trustee. The Trustee represents makes the following representations and warrants thatwarranties on which the Seller and Certificateholders rely: (ia) the The Trustee is a banking association duly organized, validly existing existing, and in good standing under the laws of its jurisdiction place of incorporation or association;incorporation. (iib) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the The Trustee has full corporate power, authority and legal right to execute, deliver and perform its duties obligations under this Agreement and obligations as set forth herein the Servicing Agreement, and in each Supplement to which it is a party and has shall have taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement and the Servicing Agreement;. (ivc) this Trust This Agreement has and the Servicing Agreement shall have been duly executed and delivered by the Trustee Trustee, and constitutes, subject to due execution by each constitutes the Depositor, the legal, valid and binding obligation of the Trustee, Trustee enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);. (vd) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the The execution, delivery and performance by the Trustee of this Agreement (a) does not violate any provision of any law 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, (b) does not violate any provision of the corporate charter or by-laws of the Trustee, and (c) does not violate any provision of, or compliance constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to materially and adversely affect the Trustee's performance or ability to perform its duties under this Agreement or the transactions contemplated in this Agreement. (e) The execution, delivery and performance by the Trustee of this Agreement does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the Trust Agreementtaking of any other action in respect of, any governmental authority or for agency regulating the consummation banking and corporate trust activities of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the DepositorTrustee.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver deliver, and perform its duties this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and obligations as set forth herein and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the State of Delaware 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of Delaware regulating the banking and corporate trust activities of the Trustee; (e) this Trust Agreement has Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party have been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (viif) no consent, approval, authorization the statements made by it in a Statement of Eligibility on Form T-1 supplied or order to be supplied to the Company in connection with the registration of any court, governmental agency or body is required for the execution, delivery Certificates are and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations will be true and orders, if any, that have been obtained prior accurate subject to the Closing Date. The representations and warranties of the Trustee qualifications set forth therein; and that such statement complies and will comply in this Section 7.10 shall survive all material respects with the receipt of Underlying Securities by the Trustee and shall survive the delivery requirements of the Trust Agreement by Indenture Act and the Trustee to the DepositorSecurities Act.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is a national banking association duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or associationthe United States; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and obligations as set forth herein and in each Supplement to which it is a party the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements (i) will not violate any provision of any United States federal law or the law of the state of the United States where such Trustee is located and which governs 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party; (d) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where such Trustee is located and regulating the banking and corporate trust activities of the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration of any Certificates; (e) this Trust Agreement has Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements have been or will be duly executed and delivered by the Trustee and constitutes, subject to due constitute or upon such execution by the Depositor, and delivery will constitute the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreementequity; and (viif) no consent, approval, authorization the statements made by it in a Statement of Eligibility on Form T-1 supplied or order to be supplied to the Company in connection with the registration of any court, governmental agency or body is required for Certificates are and will be true and accurate subject to the execution, delivery qualifications set forth therein; and performance that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreementon each Issuance Date, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to as otherwise provided in the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the applicable Trust Agreement by the Trustee to the DepositorSupplement.

Representations and Warranties of Trustee. The Trustee ----------------------------------------- represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound;. (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is a trust company duly organized, organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and obligations as set forth herein and in each Supplement to which it is a party the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements (i) will not violate any provision of any United States federal law governing its trust powers or the law of the state of the United States where such Trustee is located and which governs the 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) will not violate any provision of the charter or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party; (d) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where such Trustee is located and regulating the corporate trust activities of the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration of any Certificates; (e) this Trust Agreement has Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements have been or will be duly executed and delivered by the Trustee and constitutes, subject to due constitute or upon such execution by the Depositor, and delivery will constitute the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreementequity; and (viif) no consent, approval, authorization the statements made by it in a Statement of Eligibility on Form T-1 supplied or order to be supplied to the Company in connection with the registration of any court, governmental agency or body is required for Certificates are and will be true and accurate subject to the execution, delivery qualifications set forth therein; and performance that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreementon each Issuance Date, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to as otherwise provided in the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the applicable Trust Agreement by the Trustee to the DepositorSupplement.

Representations and Warranties of Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein under the Trust Agreement, the Units and in each Supplement to which it is a party the Swap Agreement and has taken all necessary action to authorize the execution, delivery and performance by it (or, with respect to the Units, by an Authenticating Agent on its behalf, if applicable) of this the Trust Agreement, the Units and the Swap Agreement; (iii) the execution and delivery of the Trust Agreement, the Units and the Swap Agreement by the Trustee and its performance of and compliance with the terms of the Trust Agreement, the Units and the Swap Agreement will not violate the Trustee's articles of incorporation, association or other constitutive documents or By-laws or constitute a default under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets; (iv) this as of the Closing Date, each of the Trust Agreement, the Units and the Swap Agreement has been duly executed and delivered by the Trustee (or, with respect to the Units, by an Authenticating Agent on its behalf, if applicable) and constitutes, subject to due execution by each of the Depositor, Trust Agreement and the Swap Agreement constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity; (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement, the Swap Agreement and the Units by the Trustee and its performance and compliance with respective terms of the terms thereof Trust Agreement, the Swap Agreement and the Units will not constitute a violation, of any order or decree of any court or any order or regulation of any federalFederal, stateState, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust AgreementAgreement or the Swap Agreement or to render the Units invalid, (B) seeking to prevent the issuance of the Certificates Units or the consummation of any of the transactions contemplated by the Trust Agreement or the Swap Agreement or (C) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement, the Swap Agreement or the Units; and (vii) no consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, the Swap Agreement or the Units, or for the consummation of the transactions contemplated by the Trust Agreement or the Swap Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties . (b) Within 30 days of the earlier of discovery by the Trustee or receipt of notice by the Trustee of a breach of any representation or warranty of the Trustee set forth in this Section 7.10 shall survive 10.12 that materially and adversely affects the receipt interests of Underlying Securities by the Unitholders, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach in all material respects.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiia) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement and in each Supplement to which it is a party the Note Documents and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of this Trust Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents to which it is a party; (ivb) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents (i) will not violate any provision of any United States law or Maryland law or any order, writ, judgement, or decree of any court, arbitrator or governmental authority of the United States or the State of Maryland applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Escrow Agreement and the Note Documents will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United Sates where it is located regulating the banking and corporate trust activities of the Trustee; and (d) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject to due execution the Intercreditor Agreement, the Escrow Agreement and the Note Documents have been, or will be, as applicable, duly executed and delivered by the DepositorTrustee and constitute, or will constitute, as applicable, the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorequity.

Representations and Warranties of Trustee. The To induce the Company to enter this Agreement and to make the Trust Loan, the Trustee represents and warrants thatto the Company as follows: (ia) The Trustee has determined that the Trust Loan is primarily for the benefit of ESOP participants and their beneficiaries and bears interest at a rate not in excess of a reasonable rate and that the terms of the loan are at least as favorable to the Trust and the ESOP participants as the terms of a comparable loan resulting from arm's-length negotiations between completely independent parties; (b) The Trustee is duly organizeda national bank, validly legally existing and in good standing under federal law, has corporate power and authority and is duly authorized to enter into and perform the laws of its jurisdiction of incorporation or associationTrust; (iic) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the The Trustee has full powerright, power and authority and right to execute, deliver and perform its duties on behalf of the Trust under the Trust Agreement, the ESOP and otherwise the obligations as set forth herein in the Loan Documents, and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery execution and performance by it of this such obligations will not conflict with or result in a breach of the terms of the ESOP or the Trust Agreementor result in a breach or violation of the Trustee's Articles of Association or By-Laws or of any law or regulation, order, writ, injunction or decree of any court or governmental authority binding on the Trust or Trustee; (ivd) this Trust Agreement The ESOP (and related Trust) has been duly authorized by all necessary corporate action on the part of the Trustee, if any, has been duly executed and delivered by an authorized officer of the Trustee and constitutes, subject to due execution by the Depositor, the delivered and constitutes a legal, valid and binding obligation of the Trustee, Trustee and declaration of trust enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ve) the Trustee is not in violationThe Loan Documents have been duly authorized, executed and the execution and delivery of the Trust Agreement delivered by the Trustee and its performance constitute legal, valid and compliance with the terms thereof will not constitute a violationbinding obligations, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations contracts and agreements of the Trustee or its properties or on behalf of the performance of its duties hereunderTrust, enforceable in accordance with their respective terms; (vif) there are no actions or proceedings againstThe execution, delivery and performance of the Loan Documents do not conflict with, or investigations of, result in the creation or imposition of any lien or encumbrance upon any of the property of the Trustee pending(other than the Collateral, or, as defined in the Share Pledge Agreement) pursuant to the knowledge provisions of the Trustee, threatened, before ESOP (and related Trust) or any court, administrative agency other agreement or other tribunal (A) that could reasonably be expected instrument to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by which the Trustee of its obligations under, is a party or the validity or enforceability against the Trustee of, the Trust Agreementmay be bound; and (viig) no consent, No approval, authorization consent or order withholding of objection on the part of, or filing, registration or qualification with, any courtgovernmental body, governmental agency Federal, state or body local, is required for necessary in connection with the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the DepositorLoan Documents.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by this Agreement, has been obtained and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner" or such other entity defined under the related Co-Lender Agreement as an entity qualified to be a transferee or holder of the Trust Mortgage Loan included in the related Loan Combination (if such definition exists in the subject Co-Lender), as applicable, within the meaning of each Co-Lender Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. . (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 7.11 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (i) the Trustee is a Delaware banking corporation duly organized, validly existing existing, and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full corporate power, authority and legal right under the laws of the State of Delaware and the laws of the United States pertaining to its banking and trust powers to execute, deliver deliver, and perform its duties and obligations as set forth herein and in each Supplement to which it is a party this Trust Agreement and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement; (iii) the execution, delivery and performance by the Trustee of this Trust Agreement will not contravene any law, rule or regulation of the State of Delaware or any United States governmental authority or agency regulating the Trustee's banking or trust powers or any judgment or order applicable to or binding on the Trustee and will not contravene or result in any breach of, or constitute a default under, the Trustee's charter or by-laws or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties is bound; (iv) the execution, delivery and performance by the Trustee of this Trust Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States or Delaware governmental authority or agency regulating the banking and trust activities of the Trustee; and (v) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid valid, and binding obligation agreements of the Trustee, enforceable in accordance with its terms, except as enforcement provided that enforceability may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorequity.

Representations and Warranties of Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein under the Trust Agreement, the Certificates and in each Supplement to which it is a party the Swap Agreement and has taken all necessary action to authorize the execution, delivery and performance by it (or, with respect to the Certificates, by an Authenticating Agent on its behalf, if applicable) of this the Trust Agreement, the Certificates and the Swap Agreement; (iii) the execution and delivery of the Trust Agreement, the Certificates, the Underwriting Agreement and the Swap Agreement by the Trustee and its performance of and compliance with the terms of the Trust Agreement, the Certificates and the Swap Agreement will not violate the Trustee's articles of incorporation, association or other constitutive documents or By-laws or constitute a default under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets; (iv) this as of the Original Issue Date, each of the Trust Agreement, the Certificates and the Swap Agreement has been duly executed and delivered by the Trustee (or, with respect to the Certificates, by an Authenticating Agent on its behalf, if applicable) and constitutes, subject to due execution by each of the Depositor, Trust Agreement and the Swap Agreement constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity; (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement, the Swap Agreement and the Certificates by the Trustee and its performance and compliance with respective terms of the terms thereof Trust Agreement, the Swap Agreement and the Certificates will not constitute a violation, of any order or decree of any court or any order or regulation of any federalFederal, stateState, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust AgreementAgreement or the Swap Agreement or to render the Certificates invalid, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Trust Agreement or the Swap Agreement or (C) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement, the Swap Agreement or the Certificates; and and (vii) no consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, the Swap Agreement or the Certificates, or for the consummation of the transactions contemplated by the Trust Agreement or the Swap Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Original Issue Date. The representations and warranties . (b) Within 30 days of the earlier of discovery by the Trustee or receipt of notice by the Trustee of a breach of any representation or warranty of the Trustee set forth in this Section 7.10 shall survive 10.12 that materially and adversely affects the receipt interests of Underlying Securities by the Holders, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach in all material respects.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is a Delaware banking corporation duly organized, organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or association;Delaware. (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and obligations as set forth herein and in each Supplement to which it is a party the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements (i) will not violate any provision of any United States federal law or the law of the state of the United 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) will not violate any provision of the charter documents or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; (e) this Trust Agreement has Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements have been or will be duly executed and delivered by the Trustee and constitutes, subject to due constitute or upon such execution by the Depositor, and delivery will constitute the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreementequity; and (viif) no consent, approval, authorization the statements made by it in a Statement of Eligibility on Form T-l supplied or order to be supplied to the Company in connection with the registration of any courtCertificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act of 1933, governmental agency or body is required for the execution, delivery as amended. The representation and performance warranties set forth above shall be deemed to be made by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreementon each Issuance Date, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to as otherwise provided in the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the applicable Trust Agreement by the Trustee to the DepositorSupplement.

Representations and Warranties of Trustee. The Insurance Trustee represents and warrants that, at all times, such of the following is true and will be true: (i) the Trustee it is a banking corporation duly organized, validly existing existing, and in good standing under the laws of its jurisdiction the State of incorporation or association; (ii) neither the execution nor the delivery New York more than 50% of which is beneficially owned by the Trustee of this Trust Agreement, nor the consummation by it citizens of the transactions contemplated hereby nor compliance by it with any of the terms United States or provisions hereof will contravene any Federal corporations or New York associations incorporated under United States law, governmental rule or regulation governing the banking or trust powers its principal office and place of the Trustee or any judgment or order binding on itbusiness is located at its Corporate Trust Office and, or violate in its charter documents or by-laws or constitute a default under (or an event whichcapacity as Insurance Trustee, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, all requisite power and authority and right to execute, deliver and perform its duties this Agreement, the Insurance Policy, the Company Support Agreement and obligations as set forth herein and in each Supplement of the other Transaction Documents to which it the Insurance Trustee is a party, including the power and authority to accept the Insurance Trust created thereunder and hereunder; (ii) the Insurance Trustee has full corporate power, authority and legal right under the laws of the State of Delaware and the laws of the United States pertaining to its banking and trust powers to execute, deliver, and perform this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust AgreementAgreement and each of the other Transaction Documents to which the Insurance Trustee is a party; (iii) the Insurance Trustee meets the eligibility requirements set forth in Section 5.06. (iv) the execution, delivery and performance by the Insurance Trustee of this Trust Agreement has and each of the other Transaction Documents to which the Insurance Trustee is a party will not contravene any law, rule or regulation of the State of New York or any United States governmental authority or agency regulating the Insurance Trustee’s banking or trust powers or any judgment or order applicable to or binding on the Insurance Trustee and will not contravene or result in any breach of, or constitute a default under, the Insurance Trustee’s charter or by-laws or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties is bound; (v) the execution, delivery and performance by the Insurance Trustee of this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States or Delaware governmental authority or agency regulating the banking and trust activities of the Insurance Trustee; (vi) this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party have been duly executed and delivered by it and, assuming that this Agreement and each of the other Transaction Documents to which the Insurance Trustee and constitutes, subject to due execution by the Depositor, is a party is the legal, valid and binding obligation of the relevant parties thereto (other than the Insurance Trustee), this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party are the legal, valid and binding obligations of the Insurance Trustee, enforceable against the Insurance Trustee in accordance with its terms, their terms except as enforcement may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization, moratorium receivership, fraudulent conveyance or similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights of creditors and remedies generally and general principles of equity (from time to time in effect, regardless of whether such enforceability is considered in a proceeding in equity or at law); (vvii) on the date hereof, the Insurance Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, aware of any order or decree of any court limitation on its ability, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect general limitation on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, orability, to convert reais into U.S. dollars or to transfer such converted currency to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust AgreementUnited States; and (viiviii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation each of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Insurance Trustee set forth contained in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery 5.01.1 of the Trust Agreement by the Trustee to the DepositorInsurance Policy is true and correct.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is a national banking association duly organized, organized and validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and obligations as set forth herein and in each Supplement to which it is a party the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements (i) will not violate any provision of any United States federal law or the law of the state of the United 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) will not violate any provision of the charter documents or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; (e) this Trust Agreement has Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements have been or will be duly executed and delivered by the Trustee and constitutes, subject to due constitute or upon such execution by the Depositor, and delivery will constitute the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreementequity; and (viif) no consent, approval, authorization the statements made by it in a Statement of Eligibility on Form T-1 supplied or order to be supplied to the Company in connection with the registration of any court, governmental agency or body is required for Certificates are and will be true and accurate subject to the execution, delivery qualifications set forth therein; and performance that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreementon each Issuance Date, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to as otherwise provided in the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the applicable Trust Agreement by the Trustee to the DepositorSupplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organizeda Delaware banking corporation organized and validly existing, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full corporate power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Note Documents to which it is a party and has taken all necessary corporate action to authorize the executionsuch receipt, delivery assumption and performance by it of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party; (ivc) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party (i) will not violate any provision of the law of the State of Delaware or 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware or the United States regulating the banking and corporate trust activities of the Trustee; and (e) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, this Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note Documents to due execution which it is a party have been duly executed and delivered by the Depositor, Trustee and constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in at equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association;the United States. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee’s organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the a material breach or acceleration of of, any material contract, indenture, mortgage, agreement or other material instrument to which it is a party or by which any of its properties may be it is bound;. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof (including with respect to any advancing obligations hereunder), except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee’s good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely the condition (financial or otherwise) or operations ability of the Trustee or to perform its properties or on the performance of its duties hereunder;obligations under this Agreement. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee’s knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Trustee, 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 the ability of the Trustee to perform its obligations under this Agreement; and. (vii) no Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver deliver, and perform its duties this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and obligations as set forth herein and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Trust Agreement has Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party have been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver deliver, and perform its duties this Agreement, the Intercreditor Agreement, the Note Purchase Agreement and obligations as set forth herein and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the State of Delaware 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution, delivery and performance by the Trustee of this Agreement, the Intercreditor Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the State of Delaware regulating the banking and corporate trust activities of the Trustee; (e) this Trust Agreement has Agreement, the Intercreditor Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party have been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (viif) no consent, approval, authorization the statements made by it in a Statement of Eligibility on Form T-1 supplied or order to be supplied to the Company in connection with the registration of any court, governmental agency or body is required for the execution, delivery Certificates are and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations will be true and orders, if any, that have been obtained prior accurate subject to the Closing Date. The representations and warranties of the Trustee qualifications set forth therein; and that such statement complies and will comply in this Section 7.10 shall survive all material respects with the receipt of Underlying Securities by the Trustee and shall survive the delivery requirements of the Trust Agreement by Indenture Act and the Trustee to the DepositorSecurities Act.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner," within the Closing Date. meaning of each Co-Lender Agreement (other than the Meriden Mall Co-Lender Agreement). (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Trustee represents Trustee, solely in its capacity as Trustee, makes the following representations and warrants thatwarranties: (ia) the The Trustee is duly organized, organized and validly existing and as an Illinois banking corporation in good standing under the laws of the State of Illinois, with trust powers and with power and authority to own its jurisdiction of incorporation or association;properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (iib) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the The Trustee has full power, the power and authority to execute and right deliver this Agreement and to execute, deliver carry out its terms; and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered authorized by the Trustee and constitutes, subject to due execution by the Depositor, the all necessary corporate action. (c) This Agreement constitutes a legal, valid valid, and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement enforceability may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights of creditors generally in general and by general principles of equity (equity, regardless of whether such enforceability is shall be considered in a proceeding in equity or at law);. (vd) The consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof, do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the charter or by-laws of the Trustee or any indenture, agreement, or other instrument to which the Trustee is not a party or by which it is bound; nor result in violationthe creation or imposition of any lien upon any of its properties pursuant to terms of any such indenture, and the execution and delivery of the Trust Agreement by agreement, or other instrument; nor violate any law or any order, rule, or regulation applicable to the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federalFederal or state regulatory body, stateadministrative agency, municipal or other governmental agency instrumentality having jurisdiction over the Trustee or its properties. (e) There are no proceedings or investigations pending or, which violation would reasonably be expected to have a material adverse effect on the condition (financial best knowledge of the Trustee, threatened before any court, regulatory body, administrative agency, or otherwise) or operations of other governmental instrumentality having jurisdiction over the Trustee or its properties or on (i) asserting the performance invalidity of its duties hereunder; (vi) there are no actions or proceedings againstthis Agreement, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (Bii) seeking to prevent the issuance consummation of any of the Certificates transactions contemplated by the Trust Agreement this Agreement, or (Ciii) seeking any determination or ruling that could reasonably might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against of, this Agreement. (f) In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer, or any other party, under this Agreement. (g) The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement, the Trust Agreement; and (vii) no consentCorpus or the Certificates, approval, authorization or order of any court, governmental agency or body is required it shall not be accountable for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation Depositor's use of the transactions contemplated by proceeds from the Trust AgreementCertificates, except and it shall not be responsible for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery any statement of the Trust Depositor in the Agreement by or in any document issued in connection with the Trustee to sale of the DepositorCertificates or in the Certificates other than the Trustee's certificate of authentication.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association;the United States. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the a material breach or acceleration of of, any material contract, indenture, mortgage, agreement or other material instrument to which it is a party or by which any of its properties may be it is bound;. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof (including with respect to any advancing obligations hereunder), except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights generally and the rights of creditors generally of banks, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely the condition (financial or otherwise) or operations ability of the Trustee or to perform its properties or on the performance of its duties hereunder;obligations under this Agreement. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Trustee, 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 the ability of the Trustee to perform its obligations under this Agreement; and. (vii) no Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to due execution by the Depositor, which it is a 51 -46- party constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations under this Agreement and the Certificates and has taken all necessary action to authorize the execution, delivery and performance by it (or, with respect to the Certificates, by it and an authenticating agent on its behalf, if applicable) of this Agreement and the Certificates; (iii) the execution nor and delivery of this Agreement and the delivery Certificates by the Trustee and its performance of the compliance with the terms of this Trust Agreement, nor and the consummation by it Certificates will not violate the Trustee's articles of the transactions contemplated hereby nor compliance by it with any of the terms incorporation, association or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter other constitutive documents or byBy-laws or constitute a default under (or an event which, without with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it the Trustee is a party or by which may be applicable to the Trustee or any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreementassets; (iv) as of the Closing Date, each of this Trust Agreement has and the Certificates have been duly executed and delivered by the Trustee (and, with respect to the Certificates, by anauthenticating agent on its behalf, if applicable) and constitutes, subject to due execution by the Depositor, this Agreement constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of this Agreement and the Trust Agreement Certificates by the Trustee and its performance and compliance with the respective terms thereof of this Agreement and the Certificates will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder); (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into this Agreement or to render the Trust AgreementCertificates invalid, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Trust Agreement hereunder or (C) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against of this Agreement or the Trustee of, the Trust AgreementCertificates; and (vii) no consent, approval, authorization or order of any court, 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 Trust AgreementCertificates, or for the consummation of the transactions contemplated by the Trust Agreementherein, except for such consents, approvals, authorizations and orders, if any, that as have been obtained prior to the Closing Date. The representations and warranties . (b) Within 30 days of the earlier of discovery by the Trustee or receipt by the Trustee of notice from the Depositor or any Certificateholder of a breach of any representation or warranty of the Trustee set forth in this Section 7.10 shall survive paragraph (a) above that materially and adversely affects the receipt interests of Underlying Securities by the Certificateholders, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach in all material respects.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is a national banking association duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or associationthe United States; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and obligations as set forth herein and in each Supplement to which it is a party the Participation Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements (i) will not violate any provision of any United States federal law or the law of the state of the United States where such Trustee is located and which governs 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party; (d) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where such Trustee is located and regulating the banking and corporate trust activities of the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration of any Certificates; (e) this Trust Agreement has Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements have been or will be duly executed and delivered by the Trustee and constitutes, subject to due constitute or upon such execution by the Depositor, and delivery will constitute the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreementequity; and (viif) no consent, approval, authorization the statements made by it in a Statement of Eligibility on Form T-1 supplied or order to be supplied to the Company in connection with the registration of any court, governmental agency or body is required for Certificates are and will be true and accurate subject to the execution, delivery qualifications set forth therein; and performance that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreementon each Issuance Date, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to as otherwise provided in the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the applicable Trust Agreement by the Trustee to the DepositorSupplement.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner," within the Closing Date. meaning of each Co-Lender Agreement. (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationNew York; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, authenticate, deliver and perform its duties and obligations as set forth herein under this Agreement and in each Supplement to which it is a party the Certificates and has taken all necessary action to authorize the execution, authentication, delivery and performance by it (or, with respect to the Certificates, by an Authenticating Agent on its behalf, if applicable) of this Trust AgreementAgreement and the Certificates; (iii) the execution, authentication and delivery of this Agreement and the Certificates by the Trustee and its performance of and compliance with the terms of this Agreement and the Certificates will not violate the Trustee's charter or by-laws or constitute a default under, or result in the breach or acceleration of, any contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets; (iv) as of the Closing Date, each of this Trust Agreement and the Certificates has been duly executed executed, authenticated and delivered by the Trustee (or, with respect to the Certificates, by an Authenticating Agent on its behalf, if applicable) and constitutes, subject to due execution by this Agreement constitutes the Depositor, the legal, valid and legally binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity; (v) the Trustee is not in violation, and the execution execution, authentication and delivery of this Agreement and the Trust Agreement Certificates by the Trustee and its performance and compliance with respective terms of this Agreement and the terms thereof Certificates will not constitute a violation, of any order or decree of any court or any order or regulation of any federalU.S. Federal, stateState, municipal or governmental agency having jurisdiction over the Trustee or any of its propertiesassets, which violation would reasonably be expected to have a material adverse effect on the business, prospects, condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder; (vi) there are no actions or proceedings Proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (Aa) that could reasonably be expected to prohibit its entering into this Agreement or to render the Trust AgreementCertificates invalid, (Bb) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Trust this Agreement or (Cc) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, this Agreement or the Trust AgreementCertificates; and (vii) no consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, authentication, delivery and performance by the Trustee of, or compliance by the Trustee with, this Agreement or the Trust AgreementCertificates, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties . (b) Within 30 calendar days of the discovery by the Trustee of a breach of any of its representations or warranties set forth in this Section 7.10 shall survive the receipt of Underlying Securities by 8.12, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner" or "Qualified Institutional Noteholder", as applicable, within the Closing Date. meaning of each Co-Lender Agreement. (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Insurance Trustee represents and warrants that, at all times, such of the following is true and will be true: (ia) the Trustee it is a banking corporation duly organized, validly existing existing, and in good standing under the laws of its jurisdiction the State of incorporation or association; (ii) neither the execution nor the delivery New York more than 50% of which is beneficially owned by the Trustee of this Trust Agreement, nor the consummation by it citizens of the transactions contemplated hereby nor compliance by it with any of the terms United States or provisions hereof will contravene any Federal corporations or New York associations incorporated under United States law, governmental rule or regulation governing the banking or trust powers its principal office and place of the Trustee or any judgment or order binding on itbusiness is located at its Corporate Trust Office and, or violate in its charter documents or by-laws or constitute a default under (or an event whichcapacity as Insurance Trustee, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, all requisite power and authority and right to execute, deliver and perform its duties this Agreement, the Insurance Policy, the Company Support Agreement and obligations as set forth herein and in each Supplement of the other Transaction Documents to which it the Insurance Trustee is a party, including the power and authority to accept the Insurance Trust created thereunder and hereunder; (b) the Insurance Trustee has full corporate power, authority and legal right under the laws of the State of Delaware and the laws of the United States pertaining to its banking and trust powers to execute, deliver, and perform this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust AgreementAgreement and each of the other Transaction Documents to which the Insurance Trustee is a party; (ivc) the Insurance Trustee meets the eligibility requirements set forth in Section 5.06. (d) the execution, delivery and performance by the Insurance Trustee of this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party will not contravene any law, rule or regulation of the State of New York or any United States governmental authority or agency regulating the Insurance Trustee’s banking or trust powers or any judgment or order applicable to or binding on the Insurance Trustee and will not contravene or result in any breach of, or constitute a default under, the Insurance Trustee’s charter or by-laws or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties is bound; (e) the execution, delivery and performance by the Insurance Trustee of this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States or Delaware governmental authority or agency regulating the banking and trust activities of the Insurance Trustee; (f) this Trust Agreement has and each of the other Transaction Documents to which the Insurance Trustee is a party have been duly executed and delivered by it and, assuming that this Agreement and each of the other Transaction Documents to which the Insurance Trustee and constitutes, subject to due execution by the Depositor, is a party is the legal, valid and binding obligation of the relevant parties thereto (other than the Insurance Trustee), this Agreement and each of the other Transaction Documents to which the Insurance Trustee is a party are the legal, valid and binding obligations of the Insurance Trustee, enforceable against the Insurance Trustee in accordance with its terms, their terms except as enforcement may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization, moratorium receivership, fraudulent conveyance or similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights of creditors and remedies generally and general principles of equity (from time to time in effect, regardless of whether such enforceability is considered in a proceeding in equity or at law); (vg) on the date hereof, the Insurance Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, aware of any order or decree of any court limitation on its ability, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect general limitation on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, orability, to convert reais into U.S. dollars or to transfer such converted currency to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust AgreementUnited States; and (viih) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation each of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Insurance Trustee set forth contained in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery 5.01.1 of the Trust Agreement by the Trustee to the DepositorInsurance Policy is true and correct.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights 50 -45- Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to due execution by the Depositor, which it is a party constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee’s organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the a material breach or acceleration of of, any material contract, indenture, mortgage, agreement or other material instrument to which it is a party or by which any of its properties may be it is bound;. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof (including with respect to any advancing obligations hereunder), except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors generally of banks, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee’s good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely the condition (financial or otherwise) or operations ability of the Trustee or to perform its properties or on the performance of its duties hereunder;obligations under this Agreement. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee’s knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Trustee, 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 the ability of the Trustee to perform its obligations under this Agreement; and. (vii) no Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. The Each of the Trustee and Backup Servicer represents and warrants as of the date of this Agreement that: (a) it is either (i) the Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of incorporation or association(ii) a national banking association duly organized, validly existing and in good standing under the laws of the United States of America; (iib) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and legal right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ivc) the execution, delivery and performance by it of this Agreement (a) do not violate any provision of any law or regulation governing the banking and trust powers of it or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to it or any of its assets, (b) do not violate any provision of its corporate charter or by-laws, or (c) to the best of its knowledge do not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any of the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking other than this Agreement to which it is a party; (d) the execution, delivery and performance by it of this Agreement do 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 its banking and corporate trust activities; and (e) this Trust Agreement has been duly executed and delivered by the Trustee it and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation agreement of the Trusteeit, enforceable in accordance with its terms, except as enforcement enforceability may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors' rights of creditors generally and general principles by equitable limitations on the availability of equity (specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner" within the Closing Date. meaning of the 000 Xxxxx Xxxxxx Co-Lender Agreement, the GIC Office Co-Lender Agreement, the Somerset Collection Co-Lender Agreement and the Cumberland Place Co-Lender Agreement. (x) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother parties hereto. (b) 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where 204 the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to the Closing Date. act as trustee hereunder in accordance with Section 8.06. (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that: (ia) the Trustee it is a banking corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationNew York; (iib) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and legal right to execute, deliver and perform its duties the Series Trust Agreement and obligations as set forth herein and in each Supplement to which it is a party the other Basic Agreements, and has taken all necessary action to authorize the execution, delivery and performance by it of this the Series Trust AgreementAgreement and the other Basic Agreements; (ivc) this the execution, delivery and performance by it of the Series Trust Agreement (i) will not violate any provision of any law or regulation governing the 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 and (ii) will not violate any provision of the corporate charter or by-laws of the Trustee; (d) the Series Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation agreement of the Trustee, enforceable in accordance with its terms, except as enforcement enforceability may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights of creditors generally in general and by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (viie) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of the Series Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or compliance by the Trustee 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 banks or trust companies in the jurisdiction in which the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorwas formed.

Representations and Warranties of Trustee. The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound;. (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Datedate hereof. The representations and warranties of the Trustee set forth in this Section 7.10 7.11 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Each of the Trustee and the Delaware Trustee, as applicable, hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that: (ia) in the Trustee case of the Delaware Trustee, it is a banking corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware, and in the case of the Trustee, it is a banking corporation duly incorporated, validly existing and in good standing under the laws of the [State of New York] [United States of America]; (iib) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and legal right to execute, deliver and perform its duties the Series Trust Agreement and obligations as set forth herein and in each Supplement to which it is a party the other Basic Agreements, and has taken all necessary action to authorize the execution, delivery and performance by it of this the Series Trust AgreementAgreement and the other Basic Agreements. (c) the execution, delivery and performance by it of the Series Trust Agreement (i) will not violate any provision of any law or regulation governing the 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 and (ii) will not violate any provision of the corporate charter or by-laws of the Trustee; (ivd) this the Series Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation agreement of the Trustee, enforceable in accordance with its terms, except as enforcement enforceability may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights of creditors generally in general and by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (viie) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of the Series Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or compliance by the Trustee 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 banks or trust companies in the jurisdiction in which the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorwas formed.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner" or such other entity defined under the Closing Date. related Co-Lender Agreement as an entity qualified to be a transferee or holder of the Mortgage Loan included in the related Loan Combination (if such definition exists in the subject Co-Lender), as applicable, within the meaning of each Co-Lender Agreement. (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the a material breach or acceleration of of, any material contract, indenture, mortgage, agreement or other material instrument to which it is a party or by which any of its properties may be it is bound;. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof (including with respect to any advancing obligations hereunder), except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights generally and the rights of creditors generally of banks, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely the condition (financial or otherwise) or operations ability of the Trustee or to perform its properties or on the performance of its duties hereunder;obligations under this Agreement. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Trustee, 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 the ability of the Trustee to perform its obligations under this Agreement; and. (vii) no Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York _______________ law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any an of its properties may be bound;. (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any an order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationNew York; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, authenticate, deliver and perform its duties and obligations as set forth herein under this Agreement and in each Supplement to which it is a party the Certificates and has taken all necessary action to authorize the execution, authentication, delivery and performance by it (or, with respect to the Certificates, by an Authenticating Agent on its behalf, if applicable) of this Trust Agreement and the Certificates; (iii) the execution, authentication and delivery of this Agreement, the Certificates and the Purchase Agreement by the Trustee and its performance of and compliance with the terms of this Agreement and the Certificates will not violate the Trustee's charter or by-laws or constitute a default under, or result in the breach or acceleration of, any contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets; (iv) as of the Closing Date, each of this Trust Agreement and the Certificates has been duly executed executed, authenticated and delivered by the Trustee (or, with respect to the Certificates, by an Authenticating Agent on its behalf, if applicable) and constitutes, subject to due execution by this Agreement constitutes the Depositor, the legal, valid and legally binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity; (v) the Trustee is not in violation, and the execution execution, authentication and delivery of this Agreement and the Trust Agreement Certificates by the Trustee and its performance and compliance with respective terms of this Agreement and the terms thereof Certificates will not constitute a violation, of any order or decree of any court or any order or regulation of any federalU.S. Federal, stateState, municipal or governmental agency having jurisdiction over the Trustee or any of its propertiesassets, which violation would reasonably be expected to have a material adverse effect on the business, prospects, condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder; (vi) there are no actions or proceedings Proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (Aa) that could reasonably be expected to prohibit its entering into this Agreement or to render the Trust AgreementCertificates invalid, (Bb) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Trust this Agreement or (Cc) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, this Agreement or the Trust AgreementCertificates; and (vii) no consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, authentication, delivery and performance by the Trustee of, or compliance by the Trustee with, this Agreement or the Trust AgreementCertificates, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties . (b) Within 30 calendar days of the discovery by the Trustee of a breach of any of its representations or warranties set forth in this Section 7.10 shall survive the receipt of Underlying Securities by 8.12, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is a national banking association duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or association;the United States; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver and perform its duties this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and obligations as set forth herein and in each Supplement to which it is a party the Participation Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements; (ivc) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements (i) will not violate any provision of any United States federal law or the law of the state of the United States where such Trustee is located and which governs 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party; (d) the execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where such Trustee is located and regulating the banking and corporate trust activities of the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration of any Certificates; (e) this Trust Agreement has Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements have been or will be duly executed and delivered by the Trustee and constitutes, subject to due constitute or upon such execution by the Depositor, and delivery will constitute the legal, valid and binding obligation agreements of the Trustee, enforceable against it in accordance with its termstheir respective terms; provided, except as enforcement however, that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally generally, and (ii) general principles of equity equity; and (regardless of whether such enforceability is considered f) the statements made by it in a proceeding Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in equity or at law); (v) connection with the Trustee is not registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and that such statement complies and will comply in violation, and all material respects with the execution and delivery requirements of the Trust Agreement Indenture Act and the Securities Act. The representation and warranties set forth above shall be deemed to be made by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreementeach Issuance Date, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to as otherwise provided in the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the applicable Trust Agreement by the Trustee to the DepositorSupplement.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer, the Depositor and the Fiscal Agent and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association;the United States. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the a material breach or acceleration of of, any material contract, indenture, mortgage, agreement or other material instrument to which it is a party or by which any of its properties may be it is bound;. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof (including with respect to any advancing obligations hereunder), except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights generally and the rights of creditors generally of banks, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely the condition (financial or otherwise) or operations ability of the Trustee or to perform its properties or on the performance of its duties hereunder;obligations under this Agreement. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Trustee, 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 the ability of the Trustee to perform its obligations under this Agreement; and. (vii) no Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer, the Fiscal Agent and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it Trustee's articles of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or incorporation and by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositor, the legal, constitutes a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance pursuant to Section 7.02, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely affect the condition (financial or otherwise) or operations ability of the Trustee or to perform its properties or on the performance of its duties hereunder;obligations under this Agreement. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Trustee, 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 the ability of the Trustee to perform its obligations under this Agreement; and. (vii) no Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound;. (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 7.11 shall survive the receipt of Underlying Securities the Trust Estate by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York State law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the -54- Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee represents and warrants that: (ia) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (iib) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiic) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (ivd) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ve) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vif) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (viig) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein under the Trust Agreement, the Units and in each Supplement to which it is a party the Swap Agreement and has taken all necessary action to authorize the execution, delivery and performance by it (or, with respect to the Units, by an Authenticating Agent on its behalf, if applicable) of this the Trust Agreement, the Units and the Swap Agreement; (iii) the execution and delivery of the Trust Agreement, the Units and the Swap Agreement by the Trustee and its performance of and compliance with the terms of the Trust Agreement, the Units and the Swap Agreement will not violate the Trustee’s articles of incorporation, association or other constitutive documents or By-laws or constitute a default under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets; (iv) this as of the Closing Date, each of the Trust Agreement, the Units and the Swap Agreement has been duly executed and delivered by the Trustee (or, with respect to the Units, by an Authenticating Agent on its behalf, if applicable) and constitutes, subject to due execution by each of the Depositor, Trust Agreement and the Swap Agreement constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity; (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement, the Swap Agreement and the Units by the Trustee and its performance and compliance with respective terms of the terms thereof Trust Agreement, the Swap Agreement and the Units will not constitute a violation, of any order or decree of any court or any order or regulation of any federalFederal, stateState, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust AgreementAgreement or the Swap Agreement or to render the Units invalid, (B) seeking to prevent the issuance of the Certificates Units or the consummation of any of the transactions contemplated by the Trust Agreement or the Swap Agreement or (C) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement, the Swap Agreement or the Units; and (vii) no consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, the Swap Agreement or the Units, or for the consummation of the transactions contemplated by the Trust Agreement or the Swap Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties . (b) Within 30 days of the earlier of discovery by the Trustee or receipt of notice by the Trustee of a breach of any representation or warranty of the Trustee set forth in this Section 7.10 shall survive 10.12 that materially and adversely affects the receipt interests of Underlying Securities by the Unitholders, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach in all material respects.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to execute, deliver deliver, and perform its duties and obligations as set forth herein and in each Supplement to which it is a party this Agreement and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement; (ivc) the execution, delivery and performance by the Trustee of this Agreement (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Assigned Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the execution and delivery by the Trustee of this Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Trust Agreement has been duly executed and delivered by the Trustee and constitutesand, subject to assuming due execution and delivery thereof by the Depositorother parties thereto, constitutes the legal, valid valid, and binding obligation agreement of the Trustee, enforceable against it in accordance with its terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar laws affecting the rights of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Dateequity. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.53

Representations and Warranties of Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the related Companion Holders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the a material breach or acceleration of of, any material contract, indenture, mortgage, agreement or other material instrument to which it is a party or by which any of its properties may be it is bound;. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof (including with respect to any advancing obligations hereunder), except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights generally and the rights of creditors generally of banks, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely the condition (financial or otherwise) or operations ability of the Trustee or to perform its properties or on the performance of its duties hereunder;obligations under this Agreement. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Trustee, 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 the ability of the Trustee to perform its obligations under this Agreement; and. (vii) no Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption, and performance by it of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the receipt of the Trust Property under the Assignment and Assumption Agreement, and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (e) this Trust Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to due execution by the Depositor, which it is a party constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner" within the Closing Date. meaning of each Co-Lender Agreement. (x) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother parties hereto. (b) 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; 50 -45- (c) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (ivd) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to due execution by the Depositor, which it is a party constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner" or such other entity defined under the Closing Date. related Co-Lender as an entity qualified to be a transferee or holder of the Mortgage Loan included in the related Loan Combination (if such definition exists in the subject Co-Lender), as applicable, within the meaning of each Co-Lender Agreement. (b) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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 Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or association;California. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it Trustee's articles of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or incorporation and by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge financial condition of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it Trustee's articles of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or incorporation and by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance pursuant to Section 7.02, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust Agreement, with this Agreement or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have this Agreement has been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositoris effective.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants as of the Closing Date that: (i) the The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of governing its jurisdiction of incorporation or associationcreation 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) neither the The execution nor the and delivery by the Trustee of this Trust Agreement have been duly authorized by all necessary corporate action on the part of the Trustee; neither the execution and delivery of this Agreement, nor the consummation by it of the transactions contemplated hereby in this Agreement, nor compliance by it with the provisions of this Agreement, will conflict with or result in a breach of, or constitute a default under, (A) any of the terms or provisions hereof will contravene of any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment rule, regulation, judgment, decrees or order binding on itthe Trustee or its properties that would materially and adversely affect the Trustee's ability to perform its obligations under this Agreement, (B) the organizational documents of the Trustee, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a defaultC) under, or result in the breach or acceleration terms of any material contract, indenture, mortgage, agreement or instrument to which it the Trustee is a party or by which it is bound; the Trustee 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 other governmental agency, which default would materially and adversely affect its properties may be boundperformance under this Agreement; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the The execution, delivery and performance by it the Trustee of this Trust 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; (iv) this Trust This Agreement has been duly executed and delivered by the Trustee and, assuming due authorization, execution and constitutes, subject to due execution delivery by the Depositorother parties hereto, the legal, constitutes a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except subject, as to enforcement may be limited by the of remedies, (A) to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or and other similar laws affecting the creditors' rights of creditors generally and as from time to time in effect, (B) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);) and (C) to public policy considerations underlying the securities laws to the extent that such considerations limit the enforceability of the provisions of this Agreement that purport to provide for indemnification for securities law violations; and (v) the Trustee No litigation is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, pending or, to the knowledge best of the Trustee's knowledge, threatened, before any courtagainst the Trustee that, administrative agency either in one instance or other tribunal (A) that in the aggregate, would draw into question the validity of this Agreement, or the outcome of which could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by by, or the enforceability against, the Trustee of this Agreement or the ability of the Trustee to perform under the terms of this Agreement. (vi) The Trustee covenants that by December 31, 1999, any custom-made software or hardware designed or purchased or licensed by it and used by it in the course of the operation or management of, or compliance the compiling, reporting or generation of, data required by the Trustee withthis Agreement will be capable of identifying correctly or performing calculations or other processing accurately with respect to dates after December 31, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor1999.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption, and performance by it of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the receipt of the Trust Property under the Assignment and Assumption Agreement, and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) this Trust Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to due execution by the Depositor, which it is a party constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally 201 46 and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The ----------------------------------------- Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound;. (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants on the Transfer Date that: (ia) the Trustee is duly organized, a Delaware banking corporation organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation or associationDelaware; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iiib) the Trustee has full power, authority and legal right to executereceive the Trust Property assigned by the Related Trustee, deliver assume the obligations under, and perform its duties perform, the Assignment and obligations as set forth herein Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and in each Supplement the Financing Documents to which it is a party and has taken all necessary action to authorize the executionsuch receipt, delivery assumption and performance by it of the Assignment and Assumption Agreement, this Trust Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party; (ivc) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing Documents to which it is a party (i) will not violate any provision of United States federal law or the law of the state of the United 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) will not violate any provision of the articles of association or by-laws of the Trustee, or (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a 50 -45- default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; (d) the receipt of the Trust Property under the Assignment and Assumption Agreement and the performance by the Trustee of the Assignment and Assumption Agreement, this Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and (e) the Assignment and Assumption Agreement has been duly executed and delivered by the Trustee and constitutesthis Agreement, subject the Assignment and Assumption Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents to due execution by the Depositor, which it is a party constitute the legal, valid valid, and binding obligation agreements of the Trustee, enforceable against it in accordance with its their respective terms, except as enforcement provided that enforceability may be limited by the (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity (equity, regardless of whether such enforceability is considered applied in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee ----------------------------------------- represents and warrants that: (i) the Trustee is duly a national banking association, organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or associationAmerica; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement of the Principal Agreements to which it is a party party, and has taken all necessary action to authorize the execution, delivery and performance by it of this each of the Principal Agreements to which it is a party; (iii) the execution, delivery and performance by Trustee of the Principal Agreements (a) will not violate any provision of any law or regulation governing the banking and trust powers of Trustee or any order, writ, judgment, or decree of any court, arbitrator or Governmental Authority applicable to Trustee or any of its assets, (b) will not violate any provision of the corporate charter or by-laws of Trustee, (c) will not violate any provision of, or default under, or result in the creation or imposition of any Lien on any properties included in the Trust AgreementAssets pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party or which is binding upon it or upon any of its assets except as permitted hereunder, and (d) will not require any additional authorization, consent or approval or the giving of any prior notice to, or the prior filing or registration with, any Governmental Authority or agency regulating the activities of Trustee or any successor Trustee; (iv) this there is no litigation pending or, to the best knowledge of Trustee, threatened, before or by any court, public body or board calling into question the creation, organization or existence of Trustee, or the authority or ability of Trustee to accept the Trust Agreement has and perform its duties and obligations hereunder and under the other Principal Agreements; and (v) each of the Principal Agreements to which it is a party have been duly executed and delivered by the Trustee Trustee, and constitutes, subject to due execution by the Depositor, the each constitutes a legal, valid and binding obligation of the Trustee, Trustee enforceable against Trustee in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. The Trustee hereby represents and warrants for the benefit of the Issuer and the Beneficial Owners and the Holders that: (ia) the Trustee is a national banking association duly organized, organized and validly existing and in good standing under the laws of its the jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreementits creation, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, all requisite corporate power and authority and right all material franchises, grants, authorizations, consents, orders and approvals from all governmental authorities necessary under applicable laws to execute, deliver and perform its duties obligations hereunder and obligations as set forth herein and in each Supplement the other Trust Documents to which it is a party party; (b) the Trustee has the corporate power and authority to execute, deliver and perform this Trust Agreement, and the execution of the Certificates by the Trustee pursuant to this Trust Agreement is within the corporate power of the Trustee and has taken been duly authorized by all necessary corporate action to authorize on the part of the Trustee; (c) no consent, approval, authorization or order of, or filing with, any court or regulatory, supervisory or governmental agency or body is required by or for the Trustee, in its individual capacity and in its capacity as Trustee, as the case may be, in connection with, (i) the execution, delivery and performance by it the Trustee of this Trust Agreement; Agreement and the other Trust Documents to which it is a party, (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (vii) the Trustee is not in violation, and the execution authentication and delivery of the Trust Agreement Certificates by the Trustee pursuant to this Trust Agreement, or (iii) the performance of the trusts by the Trustee or the consummation by the Trustee of the transactions contemplated hereby; (d) to the Trustee’s best knowledge, and its performance and compliance with without due inquiry, there are no proceedings or investigations pending or threatened against the terms thereof will not constitute a violationTrustee before any court, of any order regulatory body, administrative agency or decree of any court or any order or regulation of any federal, state, municipal or other governmental agency instrumentality having jurisdiction over the Trustee or its properties, properties (i) asserting the invalidity of this Trust Agreement and the other Trust Documents to which violation would reasonably be expected to have it is a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreementparty, (Bii) seeking to prevent the issuance consummation of any of the Certificates transactions contemplated by the Trust Agreement hereby or (Ciii) seeking any determination or ruling that could reasonably might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, this Trust Agreement and the other Trust AgreementDocuments to which it is a party; and (viie) no consenteach of this Trust Agreement and the other Trust Documents to which it is a party has been executed and delivered by its authorized officers who are duly authorized to execute and deliver such document in such capacity on its behalf and constitutes the legal, approvalvalid and binding obligation of the Trustee, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by enforceable against the Trustee ofin accordance with its terms, or compliance by subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the Trustee with, the Trust Agreement, or for the consummation enforcement of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations creditors’ rights generally and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties general principles of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorequity.

Representations and Warranties of Trustee. The Trustee represents Trustee, solely in its capacity as Trustee, makes the following representations and warrants thatwarranties: (ia) the The Trustee is duly organized, organized and validly existing and as a _________________ in good standing under the laws of the [State of __________], with trust powers and with power and authority to own its jurisdiction of incorporation or association;properties and to conduct its business as such properties shall be currently owned and such business is presently conducted. (iib) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the The Trustee has full power, the power and authority to execute and right deliver this Agreement and to execute, deliver carry out its terms; and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered authorized by the Trustee and constitutes, subject to due execution by the Depositor, the all necessary corporate action. (c) This Agreement constitutes a legal, valid valid, and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement enforceability may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights of creditors generally in general and by general principles of equity (equity, regardless of whether such enforceability is shall be considered in a proceeding in equity or at law);. (vd) The consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof, do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the charter or by-laws of the Trustee or any indenture, agreement, or other instrument to which the Trustee is not a party or by which it is bound; nor result in violationthe creation or imposition of any lien upon any of its properties pursuant to terms of any such indenture, and the execution and delivery of the Trust Agreement by agreement, or other instrument; nor violate any law or any order, rule, or regulation applicable to the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federalFederal or state regulatory body, stateadministrative agency, municipal or other governmental agency instrumentality having jurisdiction over the Trustee or its properties. (e) There are no proceedings or investigations pending or, which violation would reasonably be expected to have a material adverse effect on the condition (financial best knowledge of the Trustee, threatened before any court, regulatory body, administrative agency, or otherwise) or operations of other governmental instrumentality having jurisdiction over the Trustee or its properties or on (i) asserting the performance invalidity of its duties hereunder; (vi) there are no actions or proceedings againstthis Agreement, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (Bii) seeking to prevent the issuance consummation of any of the Certificates transactions contemplated by the Trust Agreement this Agreement, or (Ciii) seeking any determination or ruling that could reasonably might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against of, this Agreement. (f) In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer, or any other party, under this Agreement. (g) The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement, the Trust Agreement; and (vii) no consentCorpus or the Certificates, approval, authorization or order of any court, governmental agency or body is required it shall not be accountable for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation Depositor's use of the transactions contemplated by proceeds from the Trust AgreementCertificates, except and it shall not be responsible for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery any statement of the Trust Depositor in the Agreement by or in any document issued in connection with the Trustee to sale of the DepositorCertificates or in the Certificates other than the Trustee's certificate of authentication.

Representations and Warranties of Trustee. The Trustee ----------------------------------------- represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, constitutes the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 7.11 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

Representations and Warranties of Trustee. (a) The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations under this Agreement and the Certificates and has taken all necessary action to authorize the execution, delivery and performance by it (or, with respect to the Certificates, by it and an authenticating agent on its behalf, if applicable) of this Agreement and the Certificates; (iii) the execution nor and delivery of this Agreement and the delivery Certificates by the Trustee and its performance of and compliance with the terms of this Trust Agreement, nor and the consummation by it Certificates will not violate the Trustee's articles of the transactions contemplated hereby nor compliance by it with any of the terms incorporation, association or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter other constitutive documents or by-laws Bylaws or constitute a default under (or an event which, without with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it the Trustee is a party or by which may be applicable to the Trustee or any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreementassets; (iv) as of the Closing Date, each of this Trust Agreement has and the Certificates have been duly executed and delivered by the Trustee (and, with respect to the Certificates, by an authenticating agent on its behalf, if applicable) and constitutes, subject to due execution by the Depositor, this Agreement constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of this Agreement and the Trust Agreement Certificates by the Trustee and its performance and compliance with the respective terms thereof of this Agreement and the Certificates will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunderthereunder); (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into this Agreement or to render the Trust AgreementCertificates invalid, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Trust Agreement hereunder or (C) that could reasonably be expected to prohibit or materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability against of this Agreement or the Trustee of, the Trust AgreementCertificates; and (vii) no consent, approval, authorization or order of any court, 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 Trust AgreementCertificates, or for the consummation of the transactions contemplated by the Trust Agreementherein, except for such consents, approvals, authorizations and orders, if any, that as have been obtained prior to the Closing Date. The representations and warranties . (b) Within 30 days of the earlier of discovery by the Trustee or receipt by the Trustee of notice from the Depositor or any Certificateholder of a breach of any representation or warranty of the Trustee set forth in this Section 7.10 shall survive paragraph (a) above that materially and adversely affects the receipt interests of Underlying Securities by the Certificateholders, the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositorpromptly cure such breach in all material respects.

Representations and Warranties of Trustee. (a) The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer and the Depositor and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) the The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction the United States of incorporation or association;America. (ii) neither the The execution nor the and delivery of this Agreement by the Trustee Trustee, and the performance and compliance with the terms of this Trust AgreementAgreement by the Trustee, nor will not violate the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter Trustee's organizational documents or by-laws or constitute a default under (or an event which, without with notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of of, any material contract, indenture, mortgage, agreement or other instrument to which it is a party or by which is applicable to it or any of its properties may be bound;assets. (iii) Except to the extent that the laws of certain jurisdictions in which any 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 powerpower and authority to enter into and consummate all transactions contemplated by this Agreement, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize duly authorized the execution, delivery and performance by it of this Trust Agreement;, and has duly executed and delivered this Agreement. (iv) this Trust Agreement has been duly executed This Agreement, assuming due authorization, execution and delivered delivery by the Trustee and constitutesother parties hereto, subject to due execution by the Depositorconstitutes a valid, the legal, valid legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with its termsthe terms hereof, except as enforcement may be limited by the subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforcement of creditors' rights of creditors generally generally, and (B) general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law);. (v) the The Trustee is not in violationviolation of, and the its execution and delivery of the Trust this Agreement by the Trustee and its performance and compliance with the terms thereof of this Agreement, including, but not limited to, its responsibility to make P&I Advances if the Master Servicer fails to make a P&I Advance, will not constitute a violationviolation of, of any law, any order or decree of any court or arbiter, or any order order, regulation or regulation demand of any federal, state, municipal state or local governmental agency having jurisdiction over the Trustee or its propertiesregulatory authority, which violation would reasonably be expected violation, in the Trustee's good faith and reasonable judgment, is likely to have a material adverse effect on affect materially and adversely either the condition (financial or otherwise) or operations ability of the Trustee to perform its obligations under this Agreement or its properties or on the performance financial condition of its duties hereunder;the Trustee. (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, No litigation is pending or, to the knowledge best of the Trustee's knowledge, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability threatened against the Trustee ofthat, if determined adversely to the Trust Agreement; andTrustee, 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 Any consent, approval, authorization or order of any court, court or governmental agency or body is required for the execution, delivery and performance by the Trustee of, of or compliance by the Trustee with, the Trust with this Agreement, or for the consummation of the transactions contemplated by the Trust this Agreement, except for such consents, approvals, authorizations and orders, if any, that have has been obtained prior and is effective, except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Trustee under this Agreement. (viii) The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06. (ix) The Trustee is an "Institutional Lender/Owner" within the Closing Date. meaning of each of the Garden State Plaza Co-Lender Agreement, the Two Penn Plaza Co-Lender Agreement, the Tower Square Co-Lender Agreement and the 000 Xxxxx Xxxxxx Co-Lender Agreement. (x) The representations and warranties of the Trustee set forth in this Section 7.10 8.16(a) shall survive the receipt execution and delivery of Underlying Securities by the Trustee this Agreement and shall survive inure to the delivery benefit of the Persons for whose benefit they were made for so long as the Trust Agreement Fund remains in existence. Upon discovery by any party hereto of any breach of any of the Trustee foregoing representations, warranties and covenants, the party discovering such breach shall give prompt written notice thereof to the Depositorother parties hereto. (b) 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 8.16(a), subject to such appropriate modifications to the representation and warranty set forth in Section 8.16(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.