Common use of Representations, Warranties and Covenants of the Master Servicer Clause in Contracts

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Xxxxxx Mae- or the Master Servicer selfXxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from by any Certificateholder one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Serviced Companion Loan HolderCertificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer’s holding or purchase of a breach Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of any such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein) in violation of the representations and warranties set forth restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the commissions (which materially may include commissions payable to the Securities Administrator or its affiliates), expenses and adversely affects taxes due, if any, shall be remitted by the interests Securities Administrator to the Master Servicer. The terms and conditions of any party sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in a Consolidation. (d) The Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this AgreementAgreement to an insured depository institution, as such term is defined in the Certificateholders or Federal Deposit Insurance Act (an “insured depository institution”, and any Serviced Companion Loan Holder or such insured depository institution in such capacity, a “master servicer transferee”) unless the interests Master Servicer shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Special Servicer Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering expenses incurred by such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance as a result of a Consultation Termination Event, the Controlling Class Representativesuch acquisition.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, registration or filing or registration with, or notice to, any state governmental authority or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required or (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the each Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the 000 Xxxxx Xxxxxx Retaining Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the related Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, registration or filing or registration with, or notice to, any state governmental authority or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required or (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the each Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser or the Centre Retaining Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Trust Subordinate Companion Loan, as applicable, Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Fxxxxx Mae- or the Master Servicer selfFxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from by any Certificateholder one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Serviced Companion Loan HolderCertificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer's holding or purchase of a breach Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of any such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein) in violation of the representations and warranties set forth restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the commissions (which materially may include commissions payable to the Securities Administrator or its affiliates), expenses and adversely affects taxes due, if any, shall be remitted by the interests Securities Administrator to the Master Servicer. The terms and conditions of any party sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in a Consolidation. (d) The Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this AgreementAgreement to an insured depository institution, as such term is defined in the Certificateholders or Federal Deposit Insurance Act (an “insured depository institution”, and any Serviced Companion Loan Holder or such insured depository institution in such capacity, a “master servicer transferee”) unless the interests Master Servicer shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Special Servicer Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering expenses incurred by such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance as a result of a Consultation Termination Event, the Controlling Class Representativesuch acquisition.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, any Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholder, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to and with the Depositor, the each Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of each of the Trustee, the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, Depositor that as of the Closing Date, thatDate or as of such date specifically provided herein: (i) The Master Servicer is a national banking association, association duly organizedformed, validly existing and in good standing under the laws of the United States of America, America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementServicer; (ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement by business of the Master Servicer, do Servicer and will not violate (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer’s organizational documents Servicer or constitute (B) conflict with, result in a default (breach, violation or an event that, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a default under, the breach of, terms of any other material agreement or other material instrument to which it the Master Servicer is a party or that is by which it may be bound, or any statute, order or regulation applicable to it the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of its assetsany statute, in each caseorder or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which does or is likely to materially and adversely affect either affects or, to the Master Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition condition, properties or assets of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it taken as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreementa whole; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws[Reserved]; (v) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (vi) [Reserved]; (vii) No litigation is not in violation ofpending against the Master Servicer that would materially and adversely affect the execution, and its execution and delivery or enforceability of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform any of its other obligations under hereunder in accordance with the terms hereof, (viii) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or the financial condition of the Master Servicer; (viC) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would might prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of performance by the Master Servicer to perform of its obligations under this Agreement under, or the financial condition of the Master Servicer; (vii) Each officer validity or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of enforceability of, this Agreement; and (viiiix) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders or orders, if any, that previously have been obtained prior to the Closing Date. It is understood and those filings agreed that the representations, warranties and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties covenants set forth in this Section which materially and adversely affects 2.05 shall inure to the interests benefit of any party to this Agreementthe Trustee, the Certificateholders or any Serviced Companion Loan Holder or Depositor and the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeCertificateholders.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement effect or the Master Servicer is self-insures for insuring with respect to such errors and omissions coverage risks, which in compliance either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions of the Master Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Master Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Xxxxxx Mae- or the Master Servicer selfXxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee or written notice thereof by any one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Certificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer’s holding or purchase of a Certificate (or interest therein) does in any Mortgage Loan fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or Serviced Loan Combinationpurchases a Certificate (or interest therein) in violation of the restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the party discovering such breach Securities Administrator shall give prompt written have the right, without notice to the other parties heretoowner or any prior owner of such Certificate, each Certifying Certificateholderto sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the Serviced Companion Loan Holders and, prior commissions (which may include commissions payable to the occurrence Securities Administrator or its affiliates), expenses and continuance taxes due, if any, shall be remitted by the Securities Administrator to the Master Servicer. The terms and conditions of any sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Consultation Termination EventCertificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Controlling Class RepresentativeMaster Servicer resulting in a Consolidation.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each the jurisdiction in which a the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Fxxxxx Mae- or the Master Servicer selfFxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee or written notice thereof by any one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Certificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer's holding or purchase of a Certificate (or interest therein) does in any Mortgage Loan fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or Serviced Loan Combinationpurchases a Certificate (or interest therein) in violation of the restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the party discovering such breach Securities Administrator shall give prompt written have the right, without notice to the other parties heretoowner or any prior owner of such Certificate, each Certifying Certificateholderto sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the Serviced Companion Loan Holders and, prior commissions (which may include commissions payable to the occurrence Securities Administrator or its affiliates), expenses and continuance taxes due, if any, shall be remitted by the Securities Administrator to the Master Servicer. The terms and conditions of any sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Consultation Termination EventCertificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Controlling Class RepresentativeMaster Servicer resulting in a Consolidation.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a Division of PNC Bank, National Association, a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Certificateholders, each Companion Loan Holders, Holder and to the Trustee, the Depositor and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaStates, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do does not (A) violate the Master Servicer’s 's organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Master Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely the affect its ability of the Master Servicer to perform its duties and obligations under this Agreement or the financial condition of the Master Servicerhereunder; (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions of the Master Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Master Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Paying Agent and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association[__________], duly organized, validly existing and in good standing under the laws of the United States of America[__________], and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s 's organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Special Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that would Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement; and3.07 hereof; (viii) No consent, approval, authorization or order oforder, registration, filing with or notice to any governmental authority or court is required under federal or state law, for the execution, delivery and performance by the Master Servicer, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation compliance by the Master Servicer with, this Agreement or the consummation of any transactions of the transactions Master Servicer contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, ordersqualifications, registrations, filings or registrations which are not required in order for notices as have been obtained or made or can be obtained prior to the actual performance by the Master Servicer of its obligations under this Agreement, or (B) which, if not obtained, the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer under this Agreement; and (ix) The Master Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement, and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a Division of PNC Bank, National Association, a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement.; and (bix) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the DepositorTo its actual knowledge, the Master Servicer, the Special Servicer or is not a Responsible Officer Risk Retention Affiliate of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeThird Party Purchaser.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Custodian and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, any Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, each Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersNoteholders, and to the Depositor and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, association validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction state in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;. (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not violate the Master Servicer’s 's organizational documents or constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' (including bank creditors’') rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;law. (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (vi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened, against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement. (vii) Each officer No consent, approval, authorization or employee of order, registration, filing with or notice to any governmental authority or court is required under federal or state law, for the execution, delivery and performance by the Master Servicer, or compliance by the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of with, this Agreement or the consummation of any transactions contemplated hereby, other than (A) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (B) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of under this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the The Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations has errors and orders that previously have been obtained omissions insurance coverage which is in full force and those filings effect and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection complies with the Master Servicer’s subsequent performance requirements of Section 3.08(c) of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderNoteholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Noteholders, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence hereto and continuance of a Consultation Termination Event, the Controlling Class RepresentativeRepresentative and the Companion Loan Noteholders.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and; (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and (ix) To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Xxxxxx Mae- or the Master Servicer selfXxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from by any Certificateholder one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Serviced Companion Loan HolderCertificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer's holding or purchase of a breach Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of any such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein) in violation of the representations and warranties set forth restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the commissions (which materially may include commissions payable to the Securities Administrator or its affiliates), expenses and adversely affects taxes due, if any, shall be remitted by the interests Securities Administrator to the Master Servicer. The terms and conditions of any party sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in a Consolidation. (d) The Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this AgreementAgreement to an insured depository institution, as such term is defined in the Certificateholders or Federal Deposit Insurance Act (an “insured depository institution”, and any Serviced Companion Loan Holder or such insured depository institution in such capacity, a “master servicer transferee”) unless the interests Master Servicer shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Special Servicer Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering expenses incurred by such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance as a result of a Consultation Termination Event, the Controlling Class Representativesuch acquisition.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and (including, with respect to any Trust Whole Loan, the Holders of the related Loan-Specific Certificates), each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement effect or the Master Servicer is self-insures for insuring with respect to such errors and omissions coverage risks, which in compliance either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, registration or filing or registration with, or notice to, any state governmental authority or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required or (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking associationcorporation, duly organized, validly existing and in good standing under the laws of the United States State of AmericaOhio, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order oforder, registration, filing with or filing notice to any governmental authority or registration with, any state or federal court or governmental agency or body is required under federal or state law, for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required and (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and (including, with respect to the U-Haul Self Storage Whole Loan, the Class UHP Certificateholders), each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement effect or the Master Servicer is self-insures for insuring with respect to such errors and omissions coverage risks, which in compliance either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, registration or filing or registration with, or notice to, any state governmental authority or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required or (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Paying Agent and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking associationcorporation, duly organized, validly existing and in good standing under the laws of the United States State of AmericaCalifornia, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do does not (A) violate the Master Servicer’s 's organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Special Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Master Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely affect the ability financial condition or operations of the Master Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Master Servicerhereunder; (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions of the Master Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Master Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Certificate Administrator and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order oforder, registration, filing with or filing notice to any governmental authority or registration with, any state or federal court or governmental agency or body is required under federal or state law, for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required and (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of Americaas a New York corporation, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best knowledge of a Responsible Officer of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Fxxxxx Mae- or the Master Servicer selfFxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from by any Certificateholder one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Serviced Companion Loan HolderCertificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer's holding or purchase of a breach Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of any such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein) in violation of the representations and warranties set forth restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the commissions (which materially may include commissions payable to the Securities Administrator or its affiliates), expenses and adversely affects taxes due, if any, shall be remitted by the interests Securities Administrator to the Master Servicer. The terms and conditions of any party sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in a Consolidation. (d) The Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this AgreementAgreement to an insured depository institution, as such term is defined in the Certificateholders or Federal Deposit Insurance Act (an “insured depository institution”, and any Serviced Companion Loan Holder or such insured depository institution in such capacity, a “master servicer transferee”) unless the interests Master Servicer shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Special Servicer Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering expenses incurred by such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance as a result of a Consultation Termination Event, the Controlling Class Representativesuch acquisition.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement effect or the Master Servicer is self-insures for insuring with respect to such errors and omissions coverage risks, which in compliance either case, complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, registration or filing or registration with, or notice to, any state governmental authority or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required or (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of each of the Certificateholders Trustee and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, Depositor that as of the Closing Date, thatDate or as of such date specifically provided herein: (i1) The Master Servicer is a national banking association, association duly organizedformed, validly existing and in good standing under the laws of the United States of America, America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementServicer; (ii2) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; (3) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement by business of the Master Servicer, do Servicer and will not violate (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer’s organizational documents Servicer or constitute (B) conflict with, result in a default (breach, violation or an event that, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a default under, the breach of, terms of any other material agreement or other material instrument to which it the Master Servicer is a party or that is by which it may be bound, or any statute, order or regulation applicable to it the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of its assetsany statute, in each caseorder or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which does or is likely to materially and adversely affect either affects or, to the Master Servicer's knowledge, would in the future materially and adversely affect, the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii4) The Master Servicer has or an Affiliate thereof is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the full power National Housing Act; (5) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and authority to enter into and consummate all transactions to be performed every covenant made by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered contained in this Agreement; (iv6) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable No litigation is pending against the Master Servicer in accordance with that would materially and adversely affect the terms hereofexecution, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity delivery or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform any of its other obligations under hereunder in accordance with the terms hereof, (7) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or the financial condition of the Master Servicer; (viC) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would might prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of performance by the Master Servicer to perform of its obligations under this Agreement under, or the financial condition of the Master Servicer; (vii) Each officer validity or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of enforceability of, this Agreement; and (viii) 8) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders or orders, if any, that previously have been obtained prior to the Closing Date. It is understood and those filings agreed that the representations, warranties and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties covenants set forth in paragraph (a) above this Section 2.05 shall survive the execution and delivery of this Agreementthe Mortgage Files to the Trust Administrator, the Trustee or the Custodian, as applicable and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Special Servicer NIMS Insurer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations foregoing representations, warranties and warranties set forth in this Section covenants which materially and adversely affects the interests value of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combinationthe interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativethis Agreement.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Controlling Class Representative Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Xxxxxx Xxx- or the Master Servicer selfXxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from by any Certificateholder one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Serviced Companion Loan HolderCertificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer's holding or purchase of a breach Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of any such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein) in violation of the representations and warranties set forth restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the commissions (which materially may include commissions payable to the Securities Administrator or its affiliates), expenses and adversely affects taxes due, if any, shall be remitted by the interests Securities Administrator to the Master Servicer. The terms and conditions of any party sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in a Consolidation. (d) The Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this AgreementAgreement to an insured depository institution, as such term is defined in the Certificateholders or Federal Deposit Insurance Act (an “insured depository institution”, and any Serviced Companion Loan Holder or such insured depository institution in such capacity, a “master servicer transferee”) unless the interests Master Servicer shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Special Servicer Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering expenses incurred by such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance as a result of a Consultation Termination Event, the Controlling Class Representativesuch acquisition.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the Serviced Subordinate Companion Loan Holders, and to and with the Depositor, the Certificate Administrator and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law law, and (C) public policy considerations regarding that limit the enforceability of provisions providing any provision of this Agreement which purports or purporting is construed to provide indemnification or contribution exculpation of liability with respect to violations of securities lawslaw violations; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order oforder, registration, filing with or filing notice to any governmental authority or registration with, any state or federal court or governmental agency or body is required under federal or state law, for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required and (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, registration or filing or registration with, or notice to, any state governmental authority or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required or (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of each of the Trustee, the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, Depositor that as of the Closing Date, thatDate or as of such date specifically provided herein: (i) The Master Servicer is a national banking association, association duly organizedformed, validly existing and in good standing under the laws of the United States of America, America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementServicer; (ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement by business of the Master Servicer, do Servicer and will not violate (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer’s organizational documents Servicer or constitute (B) conflict with, result in a default (breach, violation or an event that, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a default under, the breach of, terms of any other material agreement or other material instrument to which it the Master Servicer is a party or that is by which it may be bound, or any statute, order or regulation applicable to it the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of its assetsany statute, in each caseorder or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which does or is likely to materially and adversely affect either affects or, to the Master Servicer's knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition condition, properties or assets of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it taken as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreementa whole; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws[Reserved]; (v) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement; (vi) [Reserved]; (vii) No litigation is not in violation ofpending against the Master Servicer that would materially and adversely affect the execution, and its execution and delivery or enforceability of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform any of its other obligations under hereunder in accordance with the terms hereof, (viii) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or the financial condition of the Master Servicer; (viC) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would might prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of performance by the Master Servicer to perform of its obligations under this Agreement under, or the financial condition of the Master Servicer; (vii) Each officer validity or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of enforceability of, this Agreement; and (viiiix) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders or orders, if any, that previously have been obtained prior to the Closing Date. It is understood and those filings agreed that the representations, warranties and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties covenants set forth in this Section which materially and adversely affects 2.05 shall inure to the interests benefit of any party to this Agreementthe Trustee, the Certificateholders or any Serviced Companion Loan Holder or Depositor and the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeCertificateholders.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, with and to and with the Depositor, the Special ServicerIssuer, Mego, the Operating Advisor, the Asset Representations Reviewer Indenture Trustee and the Certificate Administrator, Securityholders as of the Closing Date, that: (ia) The Master Servicer is a national banking association, association duly organized, organized and validly existing and in good standing under the laws of the United States of America, with full power and the Master Servicer authority to own its properties and conduct its business as such properties are presently owned and such business is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreementpresently conducted; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iiib) The Master Servicer has the full power and authority to execute, deliver and perform, and to enter into and consummate all transactions to be performed by it as contemplated by this AgreementAgreement and each other Transaction Document to which it is a party, has duly authorized the execution, delivery and performance of this AgreementAgreement and each other Transaction Document to which it is a party, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement and each other Transaction Document to which it is a party, assuming due authorizationand this Agreement and each other Transaction Document to which it is a party, execution when duly authorized, executed and delivery delivered by each of the other parties heretothereto, constitutes will constitute a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawsits terms; (vc) The Master Servicer is not in violation of, and its Neither the execution and delivery of this Agreement and its performance and or any other Transaction Document to which the Master Servicer is a party, the consummation of the transactions required of the Master Servicer herein or therein, nor the fulfillment of or compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) conditions of this Agreement or any other Transaction Document to which the Master Servicer self-insures for such errors and omissions coverage is a party will conflict with or result in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreementterms, the Certificateholders conditions or any Serviced Companion Loan Holder or the interests provisions of the Master Servicer's charter or bylaws or any legal restriction or any material agreement or instrument to which the Master Servicer is now a party or by which it is bound, or which would adversely affect the Special administration of the Trust as contemplated hereby, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.its property is subject;

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Paying Agent and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order oforder, registration, filing with or filing notice to any governmental authority or registration with, any state or federal court or governmental agency or body is required under federal or state law, for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required and (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of each of the Certificateholders Trustee and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, Depositor that as of the Closing Date, thatDate or as of such date specifically provided herein: (i1) The Master Servicer is a national banking association, association duly organizedformed, validly existing and in good standing under the laws of the United States of America, America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementServicer; (ii2) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; (3) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement business of the Master Servicer and will not (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, do not violate bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or bothknowledge, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to future materially and adversely affect either affect, the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii4) The Master Servicer has or an Affiliate thereof is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the full power National Housing Act; (5) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and authority to enter into and consummate all transactions to be performed every covenant made by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered contained in this Agreement; (iv6) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable No litigation is pending against the Master Servicer in accordance with that would materially and adversely affect the terms hereofexecution, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity delivery or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform any of its other obligations under hereunder in accordance with the terms hereof, (7) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or the financial condition of the Master Servicer; (viC) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would might prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of performance by the Master Servicer to perform of its obligations under this Agreement under, or the financial condition of the Master Servicer; (vii) Each officer validity or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of enforceability of, this Agreement; and (viii) 8) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders or orders, if any, that previously have been obtained prior to the Closing Date. It is understood and those filings agreed that the representations, warranties and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties covenants set forth in paragraph (a) above this Section 2.05 shall survive the execution and delivery of this Agreementthe Mortgage Files to the Trust Administrator, the Trustee or the Custodian, as applicable and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Special Servicer NIMS Insurer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations foregoing representations, warranties and warranties set forth in this Section covenants which materially and adversely affects the interests value of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combinationthe interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativethis Agreement.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to the Seller and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, corporation duly organized, validly existing existing, and in good standing under the laws of the United States State of America, and California; the Master Servicer is is, and throughout the term of this Agreement shall remain, to the extent necessary duly authorized and qualified to transact in compliance with the laws of each jurisdiction in which a where any Mortgaged Property is located any and all business contemplated by this Agreement; the Master Servicer, possesses and shall continue to the extent necessary possess all requisite authority, power, licenses, permits, franchise, and approvals to perform conduct its business and to execute, deliver, and comply with its obligations under this Agreement; (ii) The execution and delivery of this Agreement by and the Master Servicer, and the 's performance of and compliance with the terms of hereof in the manner contemplated by this Agreement by will not violate the Articles of Incorporation or By-Laws of the Master Servicer, do not violate or any other instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to the Master Servicer’s organizational documents or Servicer and will not constitute a default (or an any event thatwhich, with notice or lapse of time, time or both, would constitute a default) underunder any contract, agreement, or result in the breach of, any material agreement or other material instrument to which it the Master Servicer is a party or that is which may be applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, Agreement constitutes a valid, legal legal, and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereofits terms, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the enforcement application of creditors’ (including bank creditors’) rights generally, (B) general principles the rules of equity, regardless including those respecting the availability of whether such enforcement is considered in a proceeding in equity or at law specific performance; (iv) The Agreement has been duly executed and (C) public policy considerations regarding delivered by the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawsMaster Servicer; (v) The Master Servicer is not in violation ofAll consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and its execution and delivery performance of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of by the Master Servicer to perform its obligations under this Agreement have been obtained or the financial condition of the Master Servicermade; (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that would the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;Agreement; and (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementhereof. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the DepositorSeller, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderCertificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreementthe Certificateholders, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationLoan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence hereto and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the Serviced CenterPoint I Companion Loan Holders, Noteholders and to and with the Depositor, the Paying Agent and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking associationcorporation, duly organized, validly existing and in good standing under the laws of the United States of AmericaCalifornia, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s 's organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Special Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that would Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement; and3.07 hereof; (viii) No consent, approval, authorization or order oforder, registration, filing with or notice to any governmental authority or court is required under federal or state law, for the execution, delivery and performance by the Master Servicer, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation compliance by the Master Servicer with, this Agreement or the consummation of any transactions of the transactions Master Servicer contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, ordersqualifications, registrations, filings or registrations which are not required in order for notices as have been obtained or made or can be obtained prior to the actual performance by the Master Servicer of its obligations under this Agreement, or (B) which, if not obtained, the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer under this Agreement; and (ix) The Master Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement, and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders Trustee and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, that as of the Closing Date, thatDate or as of such date specifically provided herein: (i) The Master Servicer is a national banking association, association duly organizedformed, validly existing and in good standing under the laws of the United States of America, America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementServicer; (ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement by business of the Master Servicer, do Servicer and will not violate (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer’s organizational documents Servicer or constitute (B) conflict with, result in a default (breach, violation or an event that, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a default under, the breach of, terms of any other material agreement or other material instrument to which it the Master Servicer is a party or that is by which it may be bound, or any statute, order or regulation applicable to it the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of its assetsany statute, in each caseorder or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which does or is likely to materially and adversely affect either affects or, to the Master Servicer's knowledge, would in the future materially and adversely affect, the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution The Master Servicer or an Affiliate thereof is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and delivery by each is a HUD approved mortgagee pursuant to Section 203 of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawsNational Housing Act; (v) The Master Servicer is does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations under this Agreement or hereunder in accordance with the financial condition of the Master Servicer;terms hereof, (vii) Each officer There are no actions or employee of proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that has responsibilities concerning might prohibit its entering into this Agreement, (B) seeking to prevent the servicing and administration consummation of Mortgage Loans and the Serviced Companion Loans is covered transactions contemplated by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of its obligations under, or validity or enforceability of, this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders or orders, if any, that previously have been obtained prior to the Closing Date. It is understood and those filings agreed that the representations, warranties and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties covenants set forth in paragraph (a) above this Section 2.05 shall survive the execution and delivery of this Agreementthe Mortgage Files to the Trustee (or to the Custodian on its behalf) and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations foregoing representations, warranties and warranties set forth in this Section covenants which materially and adversely affects the interests value of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combinationthe interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativethis Agreement.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of each of the Certificateholders Trustee and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, Depositor that as of the Closing Date, thatDate or as of such date specifically provided herein: (i1) The Master Servicer is a national banking association, association duly organizedformed, validly existing and in good standing under the laws of the United States of America, America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementServicer; (ii2) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; (3) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement by business of the Master Servicer, do Servicer and will not violate (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer’s organizational documents Servicer or constitute (B) conflict with, result in a default (breach, violation or an event that, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a default under, the breach of, terms of any other material agreement or other material instrument to which it the Master Servicer is a party or that is by which it may be bound, or any statute, order or regulation applicable to it the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of its assetsany statute, in each caseorder or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which does or is likely to materially and adversely affect either affects or, to the Master Servicer's knowledge, would in the future materially and adversely affect, the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii4) The Master Servicer has or an Affiliate thereof is an approved seller/servicer for Fannie Mae or Frxxxxx Mxx in gxxx xxxnding and is a HUD approved mortgagee pursuant to Section 203 of the full power National Housing Act; (5) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and authority to enter into and consummate all transactions to be performed every covenant made by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered contained in this Agreement; (iv6) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable No litigation is pending against the Master Servicer in accordance with that would materially and adversely affect the terms hereofexecution, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity delivery or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform any of its other obligations under hereunder in accordance with the terms hereof, (7) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or the financial condition of the Master Servicer; (viC) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would might prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of performance by the Master Servicer to perform of its obligations under this Agreement under, or the financial condition of the Master Servicer; (vii) Each officer validity or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of enforceability of, this Agreement; and (viii) 8) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders or orders, if any, that previously have been obtained prior to the Closing Date. It is understood and those filings agreed that the representations, warranties and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties covenants set forth in paragraph (a) above this Section 2.05 shall survive the execution and delivery of this Agreementthe Mortgage Files to the Trust Administrator (or the Custodian with respect to the Deutsche Bank Files) and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Special Servicer NIMS Insurer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations foregoing representations, warranties and warranties set forth in this Section covenants which materially and adversely affects the interests value of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combinationthe interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativethis Agreement.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan CombinationWhole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Paying Agent and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking associationcorporation, duly organized, validly existing and in good standing under the laws of the United States State of AmericaCalifornia, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s 's organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Special Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, of any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that would Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement; and3.07 hereof; (viii) No consent, approval, authorization or order oforder, registration, filing with or notice to any governmental authority or court is required under federal or state law, for the execution, delivery and performance by the Master Servicer, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation compliance by the Master Servicer with, this Agreement or the consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, ordersqualifications, registrations, filings or registrations which are notices as have been obtained or made and (B) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not required in order for have a material adverse effect on the performance by the Master Servicer under this Agreement; and (ix) The Master Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement, and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants withthe Securities Administrator are not the same Person), SPS and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Fxxxxx Mae- or the Master Servicer selfFxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person), SPS and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator, SPS and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator, SPS and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement. Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from by any Certificateholder one of such parties to the other parties. The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder. (c) The Master Servicer covenants and agrees that it shall not hold or purchase any Serviced Companion Loan HolderCertificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements. If the Master Servicer's holding or purchase of a breach Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of any such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein) in violation of the representations and warranties set forth restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the commissions (which materially may include commissions payable to the Securities Administrator or its affiliates), expenses and adversely affects taxes due, if any, shall be remitted by the interests Securities Administrator to the Master Servicer. The terms and conditions of any party sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in a Consolidation. (d) The Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this AgreementAgreement to an insured depository institution, as such term is defined in the Certificateholders or Federal Deposit Insurance Act (an “insured depository institution”, and any Serviced Companion Loan Holder or such insured depository institution in such capacity, a “master servicer transferee”) unless the interests Master Servicer shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Special Servicer Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering expenses incurred by such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance as a result of a Consultation Termination Event, the Controlling Class Representativesuch acquisition.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of each of the Certificateholders Trustee and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, Depositor that as of the Closing Date, thatDate or as of such date specifically provided herein: (i) The Master Servicer is a national banking association, association duly organizedformed, validly existing and in good standing under the laws of the United States of America, America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this AgreementServicer; (ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; (iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement by business of the Master Servicer, do Servicer and will not violate (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer’s organizational documents Servicer or constitute (B) conflict with, result in a default (breach, violation or an event that, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a default under, the breach of, terms of any other material agreement or other material instrument to which it the Master Servicer is a party or that is by which it may be bound, or any statute, order or regulation applicable to it the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of its assetsany statute, in each caseorder or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which does or is likely to materially and adversely affect either affects or, to the Master Servicer's knowledge, would in the future materially and adversely affect, the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution The Master Servicer or an Affiliate thereof is an approved seller/servicer for Fannie Mae or Frexxxx Xax xn goxx xxxxding and delivery by each is a HUD approved mortgagee pursuant to Section 203 of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawsNational Housing Act; (v) The Master Servicer is does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations under this Agreement or hereunder in accordance with the financial condition of the Master Servicer;terms hereof, (vii) Each officer There are no actions or employee of proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that has responsibilities concerning might prohibit its entering into this Agreement, (B) seeking to prevent the servicing and administration consummation of Mortgage Loans and the Serviced Companion Loans is covered transactions contemplated by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of its obligations under, or validity or enforceability of, this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders or orders, if any, that previously have been obtained prior to the Closing Date. It is understood and those filings agreed that the representations, warranties and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties covenants set forth in paragraph (a) above this Section 2.05 shall survive the execution and delivery of this Agreementthe Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations foregoing representations, warranties and warranties set forth in this Section covenants which materially and adversely affects the interests value of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combinationthe interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativethis Agreement.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants toto the Depositor, the Securities Administrator (to the extent that the Master Servicer and covenants with, the Securities Administrator are not the same Person) and the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, Date that: (i) The Master Servicer it is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaAmerica as a national banking association, and the as Master Servicer is in compliance has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) The the execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s organizational documents charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that by which it is applicable bound or to it or which any of its assets, in each caseassets are subject, which does violation, default or is likely to breach would materially and adversely affect either the ability of the Master Servicer Servicer’s ability to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement constitutes, assuming due authorization, execution and delivery hereof by each of the other respective parties hereto, constitutes a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The the Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance default with the terms of this Agreement do not constitute a violation of, any law, respect to any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authority, which violation, in agency to the Master Servicer’s good faith and reasonable judgment, is likely to affect extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability of the as Master Servicer to perform its obligations under this Agreement or that requires the financial condition consent of any third person to the execution of this Agreement or the performance by the Master ServicerServicer of its obligations under this Agreement; (vi) No no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from its entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform or performing its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning Servicer, or an affiliate thereof the primary business of which is the servicing and administration of Mortgage Loans and the Serviced Companion Loans conventional residential mortgage loans, is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement a Xxxxxx Mae- or the Master Servicer selfXxxxxxx Mac-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andapproved seller/servicer; (viii) No no consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for those such consents, approvals, authorizations and orders that previously (if any) as have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for obtained; and (ix) the Master Servicer to enter into consummation of the transactions contemplated by this Agreement but may be required (and if so required, will be obtained) are in connection with the ordinary course of business of the Master Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive the execution and delivery of this Agreement. Upon discovery by In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer, Servicer and the Special Servicer or a Responsible Officer of Securities Administrator are not the same Person) and the Trustee or the Certificate Administrator (or upon written notice thereof and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any Certificateholder claim, demand, defense or any Serviced Companion Loan Holder) of assertion based on or grounded upon, or resulting from, a material breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, the Special Servicer report, certification, accountants’ letter or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence material when and continuance of a Consultation Termination Event, the Controlling Class Representative.as required under this

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, to the other parties hereto and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing as a corporation under the laws of the United States State of AmericaDelaware, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;. (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not violate the Master Servicer’s 's organizational documents or constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, which default, in each casethe Master Servicer's good faith and reasonable judgment, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (iii) The Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;law. (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) 3.07(c). None of this Agreement or the Master Servicer self-insures for or any of its officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andor insurance. (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for All consents, approvals, authorizations, ordersorders or filings of or with any court or governmental agency or body, filings or registrations which are not if any, required in order for the execution, delivery and performance of this Agreement by the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementhave been obtained or made. (b) The representations and warranties of the Master Servicer set forth in paragraph (aSection 2.06(a) above shall survive the execution and delivery of this AgreementAgreement and inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer any of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) parties hereto of a breach of any of the such representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combinationparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations set forth in Section 2.06(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, partnership, bank, association or other type of organization. (d) The Master Servicer covenants that by September 30, 1999, any custom-made software or hardware designed or purchased or licensed by the Controlling Class RepresentativeMaster Servicer and used by the Master Servicer in the course of the operation or management of, or the compiling, reporting or generation of data required by this Agreement will not contain any material deficiency (x) in the ability of such software or hardware to identify correctly or perform calculations or other processing with respect to dates after September 30, 1999 or (y) that would cause such software or hardware to be fit no longer for the purpose for which it was intended by reason of the changing of the date from 1999 to 2000. The foregoing matters extend and relate only to the internal functioning of the software and hardware maintained by the Master Servicer, and the Master Servicer shall not be responsible for the accuracy or integrity of any data or calculations provided to the Master Servicer by any third party. A breach of the covenant set forth in this Section 2.06(d) shall constitute an Event of Default pursuant to Section 7.01(a)(vi) and such Event of Default shall be subject to the remedies set forth in Article VII.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, with and to and with the Depositor, the Special ServicerIssuer, Mego, the Operating Advisor, the Asset Representations Reviewer Indenture Trustee and the Certificate Administrator, Securityholders as of the Closing Date, that: (ia) The Master Servicer is a national banking association, association duly organized, organized and validly existing and in good standing under the laws of the United States of America, with full power and the Master Servicer authority to own its properties and conduct its business as such properties are presently owned and such business is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreementpresently conducted; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (iiib) The Master Servicer has the full power and authority to execute, deliver and perform, and to enter into and consummate all transactions to be performed by it as contemplated by this AgreementAgreement and each other Transaction Document to which it is a party, has duly authorized the execution, delivery and performance of this AgreementAgreement and each other Transaction Document to which it is a party, and has duly executed and delivered this Agreement; (iv) This AgreementAgreement and each other Transaction Document to which it is a party, assuming due authorizationand this Agreement and each other Transaction Document to which it is a party, execution when duly authorized, executed and delivery delivered by each of the other parties heretothereto, constitutes will constitute a validlegal, legal valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms; (c) Neither the execution and delivery of this Agreement or any other Transaction Document to which the Master Servicer in accordance is a party, the consummation of the transactions required of the Master Servicer herein or therein, nor the fulfillment of or compliance with the terms hereof, subject and conditions of this Agreement or any other Transaction Document to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting which the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement Master Servicer is considered a party will conflict with or result in a proceeding breach of any of the terms, conditions or provisions of the Master Servicer's charter or bylaws or any legal restriction or any material agreement or instrument to which the Master Servicer is now a party or by which it is bound, or which would adversely affect the administration of the Trust as contemplated hereby, or constitute a material default or result in equity an acceleration under any of the foregoing, or at law and (C) public policy considerations regarding result in the enforceability violation of provisions providing any law, rule, regulation, order, judgment or purporting decree to provide indemnification which the Master Servicer or contribution with respect to violations of securities lawsits property is subject; (vd) The Master Servicer is not in violation ofdefault, and its the execution and delivery of this Agreement and each other Transaction Document to which it is a party and its performance of and compliance with the terms of this Agreement do hereof and thereof will not constitute a violation of, any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state or local governmental or regulatory authority; (e) No action, which violationsuit or other proceeding or investigation is pending or, in to the Master Servicer’s good faith and reasonable judgment's knowledge, threatened before any court or any federal, state or local governmental or regulatory authority (A) asserting the invalidity of this Agreement or any other Transaction Document to which the Master Servicer is likely a party, (B) seeking to affect prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Master Servicer is a party, or (C) seeking any determination or ruling that would materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of any other Transaction Document to which the Master ServicerServicer is a party; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viiif) No consent, approval, authorization or order of, registration or filing with or registration withnotice to, any court or any federal, state or federal court local government or governmental agency or body regulatory authority is required for the consummation execution, delivery and performance by the Master Servicer of this Agreement or any other 40 Transaction Document to which the transactions contemplated by this Agreement, except for Master Servicer is a party (other than those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations will be obtained prior to the Closing Date); (g) Neither this Agreement nor any other Transaction Document to which are not required in order for the Master Servicer is a party nor any statement, report or other document furnished or to enter into be furnished by the Master Servicer pursuant to this Agreement but may be required (and if so required, will be obtained) or any other Transaction Document to which the Master Servicer is a party or in connection with the transactions contemplated hereby and thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (h) The statements contained in the section of the Prospectus Supplement entitled "The Master Servicer’s subsequent " which describe the Master Servicer are true and correct in all material respects, and such section of the Prospectus Supplement does not contain any untrue statement of a material fact with respect to the Master Servicer and does not omit to state a material fact necessary to make the statements contained therein with respect to the Master Servicer not misleading; (i) The Master Servicer is solvent, and the Master Servicer will not be rendered insolvent as a result of the performance of its obligations pursuant to this Agreement and any other Transaction Document to which the Master Servicer is a party; (j) The Servicing Agreement conforms to the requirements for a Servicing Agreement contained in this Agreement; (k) The Master Servicer, or an affiliate thereof, the primary business of which is the servicing of home loans such as the Home Loans, is an Eligible Servicer, and the Master Servicer or such affiliate possesses all state and federal licenses necessary for servicing the Home Loans in accordance with this Agreement; (l) The Master Servicer has not waived any default, breach, violation or event of acceleration existing under any Debt Instrument or the related Mortgage; (m) The Master Servicer will cause to be performed any and all acts required to be performed by the Master Servicer or Servicer to preserve the rights and remedies of the Trust and the Indenture Trustee in any Insurance Policies applicable to the Home Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trust and the Indenture Trustee; (n) The Master Servicer shall comply with, and shall service, or cause to be serviced, each Home Loan, in accordance with all applicable laws, all rules and regulations issued thereunder, and all administrative publications published pursuant thereto; and (o) The Master Servicer agrees that, so long as it shall continue to serve in the capacity contemplated under the terms of this Agreement. (b) The representations , it shall remain in good standing under the laws governing its creation and warranties set forth existence and qualified under the laws of each state in paragraph (a) above which it is necessary to perform its obligations under this Agreement or in which the nature of its business requires such qualification, it shall survive maintain or cause an affiliate to maintain all licenses, permits and other approvals required by any law or regulations, as may be necessary to perform its obligations under this Agreement and to retain all rights to service the execution Loans, and delivery it shall not dissolve or otherwise dispose of this Agreementall or substantially all of its assets. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of It is understood and agreed that the representations and warranties set forth in this Section which materially 3.02 shall survive the issuance and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests delivery of the Master Servicer, the Special Servicer Securities and shall be continuing as long as any Security shall be outstanding or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativethis Agreement has not been terminated.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Paying Agent and the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of AmericaStates, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not (A) violate the Master Servicer’s 's organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Special Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, of any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that would Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to or materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement; and3.07 hereof; (viii) No consent, approval, authorization or order oforder, registration, filing with or notice to any governmental authority or court is required under federal or state law, for the execution, delivery and performance by the Master Servicer, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation compliance by the Master Servicer with, this Agreement or the consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, ordersqualifications, registrations, filings or registrations which are notices as have been obtained or made and (B) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not required in order for have a material adverse effect on the performance by the Master Servicer under this Agreement; and (ix) The Master Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement, and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and (including, with respect to the ESK Whole Loan, the Holders of the Class ESK Certificates), each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Special ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Special Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the its financial condition of the Master Servicercondition; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master ServicerAgreement; (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance coverage that is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement effect or the Master Servicer is self-insures for insuring with respect to such errors and omissions coverage risks, which in compliance either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, registration or filing or registration with, or notice to, any state governmental authority or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s consummation of the any transactions contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or registrations which are not required in order for notices as have been obtained, made or given prior to the actual performance by the Master Servicer to enter into of its obligations under this Agreement but may be required or (and if so requiredB) where the lack of such consent, will be obtained) in connection with approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Master Servicer’s subsequent performance of Servicer under this Agreement. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants withto the Servicer, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersOwners, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, Insurer that as of the Closing Date, that:Date (except as otherwise specifically provided herein): (ia) The Master Servicer is a national banking association, association duly organized, validly existing existing, and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;. (iib) The execution and delivery of this Agreement by the Master Servicer, Servicer and the its performance of and compliance with the terms of this Agreement by the Master Servicer, do will not violate the Master Servicer’s organizational documents 's articles of association or by-laws or constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other material instrument to which it the Master Servicer is a party or that is which may be applicable to it the Master Servicer or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (iiic) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this AgreementAgreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, Agreement and has duly executed and delivered this Agreement; (iv) . This Agreement, assuming due authorization, execution and delivery by the Trustee, the Servicer, each of Seller, and the other parties heretoDepositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer it in accordance with the terms hereof, subject to (A) applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and or other similar laws relating to or affecting the enforcement rights of creditors’ (including bank creditors’) rights creditors generally, and by general equity principles (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;law). (vd) The Master Servicer is not in violation of, and its the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect violation would materially and adversely affect the ability condition (financial or otherwise) or operations of the Master Servicer or its properties or materially and adversely affect the performance of its duties hereunder. (e) There are no actions or proceedings against, or investigations of, the Master Servicer currently pending with regard to perform which the Master Servicer has received service of process and no action or proceeding against, or investigation of, the Master Servicer is, to the knowledge of the Master Servicer, threatened or otherwise pending, before any court, administrative agency or other tribunal that (i) if determined adversely, would prohibit its entering into this Agreement or render the Certificates invalid, (ii) seek to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or (iii) if determined adversely, would prohibit or materially and adversely affect the sale of the Home Equity Loans to the Depositor, the performance by the Master Servicer of its obligations under under, or the validity or enforceability of, this Agreement or the financial condition of the Master Servicer;Certificates. (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vii) Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viiif) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for for: (i) the consummation execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Notes, or (ii) the consummation of the transactions contemplated required of it by this Agreement, except for those consents, approvals, authorizations and orders that previously such as shall have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for before the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this AgreementClosing Date. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.END OF ARTICLE XII

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, to the other parties hereto and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorInsurer, as of the Closing Date, that: (i) The Master Servicer is a national banking association, duly organized, validly existing and in good standing as a corporation under the laws of the United States State of AmericaDelaware, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;. (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not violate the Master Servicer’s 's organizational documents or constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, which default, in each casethe Master Servicer's good faith and reasonable judgment, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (iii) The Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;law. (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (vi) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened against the Master Servicer that which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations obligation under this Agreement or the financial condition of the Master Servicer;. (vii) Each officer or employee of of' the Master Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) 3.07(c). None of this Agreement or the Master Servicer self-insures for or any of its officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andor insurance. (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for All consents, approvals, authorizations, ordersorders or filings of or with any court or governmental agency or body, filings or registrations which are not if any, required in order for the execution, delivery and performance of this Agreement by the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreementhave been obtained or made. (b) The representations and warranties of the Master Servicer set forth in paragraph (aSection 2.06(a) above shall survive the execution and delivery of this AgreementAgreement and inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer any of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) parties hereto of a breach of any of the such representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Insurer or any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combinationhereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Each successor Master Servicer (if any) shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations set forth in Section 2.06(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, partnership, bank, association or other type of organization. (d) The Master Servicer covenants that by September 30, 1999, any custom-made software or hardware designed or purchased or licensed by the Controlling Class RepresentativeMaster Servicer and used by the Master Servicer in the course of the operation or management of, or the compiling, reporting or generation of data required by this Agreement will not contain any material deficiency (x) in the ability of such software or hardware to identify correctly or perform calculations or other processing with respect to dates after September 30, 1999 or (y) that would cause such software or hardware to be fit no longer for the purpose for which it was intended by reason of the changing of the date from 1999 to 2000. The foregoing matters extend and relate only to the internal functioning of the software and hardware maintained by the Master Servicer, and the Master Servicer shall not be responsible for the accuracy or integrity of any data or calculations provided to the Master Servicer by any third party. A breach of the covenant set forth in this Section 2.06(d) shall constitute an Event of Default pursuant to Section 7.01(a)(vi) and such Event of Default shall be subject to the remedies set forth in Article VII.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Master Servicer is a national banking associationcorporation, duly organized, validly existing and in good standing under the laws of the United States State of AmericaCalifornia, and the Master Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;. (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do will not violate the Master Servicer’s 's organizational documents or constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;law. (v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;. (vi) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer, the outcome of which, in the Master Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Master Servicer from entering into this Agreement or materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement. (vii) Each officer or employee of the The Master Servicer that has responsibilities concerning the servicing an Errors and administration of Mortgage Loans Omissions Insurance Policy which is in full force and the Serviced Companion Loans is covered by errors effect and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement; and8.2 hereof. (viii) No consent, approval, authorization or order oforder, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Master Servicer with this Agreement, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions any transaction contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (1) such consents, approvals, authorizations, ordersqualifications, filings registrations, filings, or registrations which are notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not required in order for have a material adverse effect on the performance by the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s subsequent performance of under this Agreement. (b) The It is understood that the representations and warranties set forth in paragraph (a) above this Section 8.20 shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, . (c) Any cause of action against the Master Servicer, Servicer arising out of the Special breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer or a Responsible Officer by any of the Trustee or the Certificate Administrator (Master Servicer. The Master Servicer shall give prompt notice to the Trustee, the Depositor, the Primary Servicer and the Special Servicers of the occurrence, or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach the failure to occur, of any event that, with notice or the passage of the representations and warranties set forth time or both, would cause any representation or warranty in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders be untrue or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee inaccurate in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representativerespect.