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, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicers and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicer and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer represents, warrants and covenants that as of the Closing Date: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (b) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iiic) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the Certificate of Incorporation or Bylaws of the Master Servicer, the consummation by or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it the Master Servicer may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vie) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business knowledge of the Master Servicer and threatened, against the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it any of its obligations hereunderproperties or with respect to this Agreement or the Notes which in the opinion of the Master Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (bf) It The Master Servicer is understood a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that the are registered with MERS. The representations and warranties set forth in this Section 8.20 2.03 shall survive the execution sale and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties made in this Section which materially and adversely affects the interests of the Noteholders, the Person discovering such breach shall accrue upon the giving of give prompt written notice to the Master Servicer other parties. Within 60 days (or such longer period as permitted by any prior written consent of a Responsible Officer of the Indenture Trustee) of its discovery or its receipt of notice of such breach, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty cure such breach in this Section to be untrue or inaccurate in any respectall material respects.

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 Custodian benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the date hereofClosing Date, that: (i) the The Master Servicer is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State the jurisdiction in which any each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by do not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event that, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any court, regulatory body, administrative agency or governmental body having jurisdiction over itits assets, in any manner that each case, which does or is likely to materially and adversely affects its affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach 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 any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) no 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,; (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, threatened against it, the outcome of whichMaster Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery ability of the Master Servicer to perform its obligations under this Agreement or enforceability 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 its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder Master Servicer self-insures for such errors and omissions coverage in accordance compliance with the terms hereof;requirements of Section 3.08(c) of this Agreement; and (vviii) no No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Master Servicer of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except to the extent for consents, approvals, authorizations, orders, filings or registrations which are not required in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by order for the Master Servicer contemplated by to enter into this Agreement are but may be required (and if so required, will be obtained) in the ordinary course of business of connection with the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the Servicer’s subsequent performance by it of its obligations hereunderthis Agreement. (b) It is understood that 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, without imposing any duty on any party to investigate (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 8.20 shall survive which materially and adversely affects the execution and delivery interests of this Agreement. (c) Any cause of action against the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer arising out of or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach of any representations and warranties made in this Section shall accrue upon the giving of give prompt written notice to the Master Servicer by any other parties hereto, each Certifying Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of the Trusteea Consultation Termination Event, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectControlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be being qualified to do business or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Paying Agent and the Certificate Administratorholder of the Serviced Companion Loan, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicers and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities lawsand contribution; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer represents, warrants and covenants that as of the Closing Date: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (b) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iiic) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the Certificate of Incorporation or Bylaws of the Master Servicer, the consummation by or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it the Master Servicer may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vie) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business knowledge of the Master Servicer and threatened, against the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it any of its obligations hereunderproperties or with respect to this Agreement or the Notes which in the opinion of the Master Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (bf) It The Master Servicer is understood a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that the are registered with MERS. The representations and warranties set forth in this Section 8.20 2.03 shall survive the execution sale and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties made in this Section which materially and adversely affects the interests of the Noteholders or the Insurer, the Person discovering such breach shall accrue upon the giving of give prompt written notice to the Master Servicer other parties and the Insurer. Within 60 days (or such longer period as permitted by any prior written consent of a Responsible Officer of the Indenture Trustee) of its discovery or its receipt of notice of such breach, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty cure such breach in this Section to be untrue or inaccurate in any respectall material respects.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, Trustee for the Custodian and the Certificate Administrator, as benefit of the date hereofCertificateholders that: (i) the The Master Servicer is a federal savings bank duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, governing its creation and shall existence and is or will be and thereafter remain, in compliance with the laws of each State state in which any Mortgaged Property serviced by it is located to the extent necessary to perform its obligations under this Agreement, except where ensure the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer has and its performance and compliance with the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance terms of this Agreement and this Agreement has been duly executed and delivered by will not violate its Articles of Association or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Master Servicer; and this breach of, any material contract, agreement or other instrument to which it is a party or which may be applicable to it or any of its assets; (iii) This Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid constitutes a valid, legal and binding obligation of the Master Servicer Servicer, enforceable against the Master Servicer it in accordance with its the terms subject, as to enforcement of remedies, hereof subject to applicable bankruptcy, insolvency, reorganization, insolvency, conservatorship, moratorium, receivership moratorium and other similar laws affecting the enforcement of creditors’ ' rights generally (and, to the extent applicable, or the rights of creditors of national banks) as from time to time in effectbanking institutions the accounts of which are insured by the Federal Deposit Insurance Corporation or any other instrumentalities of the federal government, and to general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any Federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect its condition (financial or other), operations or properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, threatened against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and Servicer which would prohibit its entering into this Agreement or which would adversely affect the execution, delivery or enforceability legality and validity of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any Master Servicer's performance of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement; (vi) Subject to Section 4.04(c) hereof, and, except to the extent Master Servicer will comply in all material respects in the case performance of performance, that its failure to be qualified to do business or licensed in one or more states does not materially this Agreement with all reasonable rules and adversely affect the performance by it requirements of its obligations hereundereach insurer under each Required Insurance Policy; and (vivii) the performance of the services by the The Master Servicer contemplated by this has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are in the ordinary course of business of acceptable to the Master Servicer and any new Subservicing Agreements will comply with the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it provisions of its obligations hereunder. (b) Section 3.02. It is understood and agreed that the representations and warranties set forth in this Section 8.20 2.03 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice respective Mortgage Files to the Master Servicer by Trustee or any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State and jurisdiction in which any Mortgaged Property is located (either directly or through a designee, in the case of the laws of Mexico) to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be being qualified to do business or licensed licensed, either directly or indirectly, in one or more states does jurisdictions in which any Mortgaged Property is located is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer Servicer, directly or through a designee, possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to jurisdiction of the extent that being licensed or having permits or other authorization in one or more states United States and Mexico where a Mortgaged Property is not necessary for the performance by it of its obligations hereunderlocated. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer represents, warrants and covenants that as of the Closing Date: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (b) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iiic) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the Certificate of Incorporation or Bylaws of the Master Servicer, the consummation by or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it the Master Servicer may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vie) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business knowledge of the Master Servicer and threatened, against the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it any of its obligations hereunder. (b) It is understood that properties or with respect to this Agreement or the Certificates which in the opinion of the Master Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties set forth in this Section 8.20 2.03 shall survive the execution sale and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties made in this Section which materially and adversely affects the interests of the Certificateholders, the Person discovering such breach shall accrue upon the giving of give prompt written notice to the Master Servicer other parties. Within 60 days (or such longer period as permitted by any prior written consent of a Responsible Officer of the Trustee) of its discovery or its receipt of notice of such breach, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty cure such breach in this Section to be untrue or inaccurate in any respectall material respects.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicer and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be being qualified to do business or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities lawsand contribution; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

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 Custodian benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the date hereofClosing Date, that: (i) the The Master Servicer is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State jurisdiction in which any a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by do not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event that, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any court, regulatory body, administrative agency or governmental body having jurisdiction over itits assets, in any manner that each case, which does or is likely to materially and adversely affects its affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach 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 any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) no 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; (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, threatened against it, the outcome of whichMaster Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery or enforceability ability of the Master Servicer to perform its obligations under this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any financial condition of its other obligations hereunder in accordance with the terms hereofMaster Servicer; (vvii) no 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; and (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Master Servicer of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified to do business or licensed in one or more states does not materially previously have been obtained and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer those filings and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent registrations that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been completed. (b) It is understood that 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 8.20 shall survive which materially and adversely affects the execution and delivery interests of this Agreement. (c) Any cause of action against the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer arising out of or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach of any representations and warranties made in this Section shall accrue upon the giving of give prompt written notice to the Master Servicer by any of the Trusteeother parties hereto, each Certifying Certificateholder, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice Serviced Companion Loan Holders and, prior to the Trusteeoccurrence and continuance of a Consultation Termination Event, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectControlling 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 the Custodian benefit of both the Trustee and the Certificate AdministratorCertificateholders, and to the Depositor that as of the date hereofClosing Date: (i) the The Master Servicer is a bank duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, Ohio and shall is or will be and thereafter remain, in compliance with the laws of each State state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where ensure the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer has and its performance and compliance with the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance terms of this Agreement and this Agreement has been duly executed and delivered by will not violate the Master Servicer; and this 's Articles of Incorporation or Code of Regulations or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoTrustee and the Depositor, evidences the valid constitutes a valid, legal and binding obligation of the Master Servicer Servicer, enforceable against the Master Servicer it in accordance with its the terms subject, as to enforcement of remedies, hereof subject to applicable bankruptcy, insolvency, reorganization, insolvency, conservatorship, moratorium, receivership moratorium and other similar laws affecting the enforcement of creditors’ ' rights generally (and, to the extent applicable, or the rights of creditors of national banks) as from time to time in effect, financial institutions the accounts of which are insured by the FDIC and to general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any Federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, threatened against it, the outcome of which, Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Master Servicer will comply in all material respects in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability performance of this Agreement or its ability to service the Mortgage Loans it is with all reasonable rules and requirements of each insurer under each insurance policy required to service hereunder be maintained from time to time under this Agreement or to perform any of its other obligations hereunder in accordance with the terms hereofrelated Sub-Servicing Agreement; (vvii) no consentThe Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, approval, authorization or order of any court or governmental agency or body is required for has duly authorized the execution, delivery and performance by it of, or compliance by it with, of this Agreement, and has duly executed and delivered this Agreement; (viii) The execution of this Agreement and the performance of the Master Servicer's obligations hereunder do not require any license, consent or approval of any state or federal court, agency, regulatory authority or other governmental body having jurisdiction over the Master Servicer, other than such as have been obtained; (ix) No information, certificate of an officer, statement furnished in writing or report delivered to the Depositor, any affiliate of the Depositor or the consummation Trustee by the Master Servicer will, to the knowledge of the transactions contemplated herebyMaster Servicer, contain any untrue statement of a material fact or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time omit a material fact necessary to perform its obligations under this Agreementmake the information, andcertificate, except to the extent in the case of performance, that its failure to be qualified to do business statement or licensed in one or more states does report not materially and adversely affect the performance by it of its obligations hereundermisleading; and (vix) the performance of the services by the The Master Servicer contemplated by this will examine each new Sub-Servicing Agreement are in and will be familiar with the ordinary course terms thereof. The terms of business any new Subservicing Agreements will comply with the provisions of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) Section 3.02. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 8.20 2.04 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice respective Mortgage Files to the Master Servicer by any Trustee or to a Custodian, as the case may be, and shall inure to the benefit of the Trustee, the Certificate Administrator Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Trustee or the Custodian. The Master Servicer Administrator of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the 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 Trustee, other parties. The obligation of the CustodianMaster Servicer set forth in Section 2.03(b) to cure breaches and the right of the Trustee to terminate the Master Servicer pursuant to Section 7.01 for failure to cure such breaches shall constitute the sole remedies available to the Certificateholders, the Depositor and or the Special Servicer Trustee on behalf of the occurrenceCertificateholders respecting a breach of the representations, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty warranties and covenants contained in this Section to be untrue or inaccurate in any respect2.04.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer represents, warrants and covenants that as of the Closing Date: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (b) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iiic) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the Certificate of Incorporation or Bylaws of the Master Servicer, the consummation by or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it the Master Servicer may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vie) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business knowledge of the Master Servicer and threatened, against the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it any of its obligations hereunderproperties or with respect to this Agreement or the Notes which in the opinion of the Master Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (bf) It The Master Servicer is understood a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that the are registered with MERS. The representations and warranties set forth in this Section 8.20 2.03 shall survive the execution sale and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out assignment of the Mortgage Loans to the Trust. Upon discovery of a breach of any representations and warranties made in this Section which materially and adversely affects the interests of the Noteholders, the Person discovering such breach shall accrue upon the giving of give prompt written notice to the Master Servicer other parties. Within 60 days (or such longer period as permitted by any prior written consent of a Responsible Officer of the Indenture Trustee) of its discovery or its receipt of notice of such breach, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty cure such breach in this Section to be untrue or inaccurate in any respectall material respects.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer represents, warrants and covenants that as of the Closing Date: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (b) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iiic) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the Certificate of Incorporation or Bylaws of the Master Servicer, the consummation by or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it the Master Servicer may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vie) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business knowledge of the Master Servicer and threatened, against the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it any of its obligations hereunderproperties or with respect to this Agreement or the Notes which in the opinion of the Master Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (bf) It The Master Servicer is understood a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that the are registered with MERS. The representations and warranties set forth in this Section 8.20 2.03 shall survive the execution sale and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out assignment of the Mortgage Loans to the Trust. Upon discovery of a breach of any representations and warranties made in this Section which materially and adversely affects the interests of the Noteholders, the Person discovering such breach shall accrue upon the giving of give prompt written notice to the Master Servicer other parties. Within 60 days (or such longer period as permitted by any prior written consent of a Responsible Officer of the Indenture Trustee) of its discovery or its receipt of notice of such breach, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty cure such breach in this Section to be untrue or inaccurate in any respectall material respects.

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 the Custodian benefit of the Certificateholders, and to the Certificate Administrator, Depositor that as of the Closing Date or as of such date hereofspecifically provided herein: (i) the The Master Servicer is a corporation duly organized, organized and validly existing and in good standing as a national banking association under the laws of the United States State of AmericaCalifornia and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, and shall be and thereafter remainin any event, is in compliance with the doing business laws of each State in which any Mortgaged Property is located such State, to the extent necessary to perform ensure its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) the The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver, deliver and perform, and to enter into and consummate consummate, all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement Agreement, has been duly executed and delivered by the Master Servicer; this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor and the Trustee, evidences the constitutes a legal, valid and binding obligation of the Master Servicer Servicer, enforceable against the Master Servicer it in accordance with its terms subject, except as to enforcement of remedies, to applicable the enforceability thereof may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other reorganization or similar laws affecting the enforcement of creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities lawsequity; (iii) the The execution and delivery of this Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation by the Master Servicer of any other of the transactions contemplated herebyherein contemplated, and the fulfillment of or compliance by with the terms hereof are in the ordinary course of business of the Master Servicer with the terms and conditions of this Agreement will not (1A) result in a breach of any term or provision of the charter or 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 it the Master Servicer is a party or by which it may be bound, or any lawstatute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental rulebody having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, regulationbound by, or judgmentin breach or violation of any indenture or other agreement or instrument, decree or subject to or in violation of any statute, order applicable to it or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its 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 (2y) result in the business, operations, financial condition, properties or assets of the Master Servicer taken as a breach of any term or provision of its organizational documentswhole; (iv) no The Master Servicer is a HUD approved servicer. No event has occurred, including but not limited to a change in insurance coverage, that would make the Master Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (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 pending or, to the best of against the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its the ability of the Master Servicer to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (vviii) 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 (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; (ix) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it the Master Servicer of, or compliance by it the Master Servicer with, this Agreement, Agreement or the consummation by it of the transactions contemplated herebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approval, authorization or order is required, it has that have been obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to Closing Date; (x) [reserved]; (xi) The Master Servicer will not waive any Prepayment Charge unless it is waived in accordance with the extent standard set forth in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunderSection 3.01; and (vixii) the performance of the services by the The Master Servicer contemplated by this Agreement are has fully furnished and will continue to fully furnish, in accordance with the ordinary course of business of the Master Servicer Fair Credit Reporting Act and the Master Servicer possesses all licensesits implementing regulations, permits accurate and other authorizations necessary complete information (e.g., favorable and unfavorable) on its borrower credit files to perform its duties hereunder in each stateEquifax, except to the extent that being licensed Experian and Trans Union Credit Information Company or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) their successors on a monthly basis. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 8.20 2.05 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice Mortgage Files to the Master Servicer by any Trustee and shall inure to the benefit of the Trustee, the Certificate Administrator Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer or the Custodian. The Master Servicer Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the 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 Trustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the Custodianobligation of the Master Servicer set forth in this Section 2.05 to cure breaches shall constitute the sole remedy against the Master Servicer available to the Certificateholders, the Depositor and the Special Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, (a) within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the occurrencebreach of the representation of the Master Servicer set forth in Section 2.05(x) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, or the failure to occurMaster Servicer shall remedy such breach as follows: the Seller must pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any event thatamount previously collected by the Master Servicer or paid by the Master Servicer, with for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge and (b) within 90 days of the earlier of discovery by the Master Servicer or receipt of notice or by the passage Master Servicer of time or both, would cause any the breach of the representation or warranty covenant of the Master Servicer set forth in this Section to be untrue or inaccurate 2.05(xi) above, which breach materially and adversely affects the interests of the Holders of the Class P Certificates in any respectPrepayment Charge, the Master Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Sub-Servicer hereby represents and warrants to the Master Servicer and covenants with to the Trustee, the Custodian for its own benefit and the Certificate Administratorbenefit of the Certificateholders, to the Depositor and to each Companion Holder, as of the date hereofClosing Date, that: (i) the Master Servicer It is duly organized, validly existing and in good standing as a national banking association duly organized under the laws of the United States of America, ; and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Sub-Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master The Sub-Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Sub-Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Sub-Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoMaster Servicer, evidences the valid and binding obligation of the Master Sub-Servicer enforceable against the Master Sub-Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the The execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no No litigation is pending or, to the best of the Master Sub-Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder; (vi) The performance of the services by the Sub-Servicer contemplated by this Agreement are in the ordinary course of business of the Sub-Servicer and the Sub-Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder; (vii) It has errors and omissions insurance coverage that is in full force and effect and complies with the requirements of Section 3.01(c) hereof; and (viii) In its capacity as interim Master Servicer of the Mortgage Loans prior to the date hereof, the Sub-Servicer has serviced the Mortgage Loans in accordance with their terms and in accordance with any interim servicing agreement applicable to such Mortgage Loans at all relevant times during which it was interim Master Servicer. (b) It is understood and agreed that the representations and warranties set forth in this Section 8.20 2.03(a) shall survive the execution and delivery Closing Date. Upon discovery by the Sub-Servicer of this Agreement. (c) Any cause of action against the Master Servicer arising out of the a breach of any of such representations and warranties made in this Section warranties, the Sub-Servicer shall accrue upon the giving of give prompt written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectServicer.

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 Custodian benefit of the Certificateholders and the Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the date hereofClosing Date, that: (i) the The Master Servicer is duly organized, validly existing and in good standing as a national banking association [ENTITY TYPE] under the laws of the United States of America[JURISDICTION], and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State the jurisdiction in which any each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by do not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event that, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any court, regulatory body, administrative agency or governmental body having jurisdiction over itits assets, in any manner that each case, which does or is likely to materially and adversely affects its affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach 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 any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) no 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; (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, threatened against it, the outcome of whichMaster Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery or enforceability ability of the Master Servicer to perform its obligations under this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any financial condition of its other obligations hereunder in accordance with the terms hereofMaster Servicer; (vvii) no Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the 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; and (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Master Servicer of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified to do business or licensed in one or more states does not materially previously have been obtained and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer those filings and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent registrations that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been completed. (b) It is understood that 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 Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section 8.20 shall survive which materially and adversely affects the execution and delivery interests of this Agreement. (c) Any cause of action against the Certificateholders or any Companion Loan Holder, the Master Servicer, the Special Servicer arising out of or the Trustee in any Mortgage Loan or Whole Loan, the party discovering such breach of any representations and warranties made in this Section shall accrue upon the giving of give prompt written notice to the Master Servicer by any other parties hereto, each Certifying Certificateholder and the Companion Loan Holders and, prior to the occurrence and continuance of the Trusteea Consultation Termination Event, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectControlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, Trustee for the Custodian and the Certificate Administrator, as benefit of the date hereofCertificateholders that: (i) the The Master Servicer is a federal savings bank duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, governing its creation and shall existence and is or will be and thereafter remain, in compliance with the laws of each State state in which any Mortgaged Property serviced by it is located to the extent necessary to perform its obligations under this Agreement, except where ensure the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer has and its performance and compliance with the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance terms of this Agreement and this Agreement has been duly executed and delivered by will not violate its Articles of Association or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Master Servicer; and this breach of, any material contract, agreement or other instrument to which it is a party or which may be applicable to it or any of its assets; (iii) This Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid constitutes a valid, legal and binding obligation of the Master Servicer Servicer, enforceable against the Master Servicer it in accordance with its the terms subject, as to enforcement of remedies, hereof subject to applicable bankruptcy, insolvency, reorganization, insolvency, conservatorship, moratorium, receivership moratorium and other similar laws affecting the enforcement of creditors’ ' rights generally (and, to the extent applicable, or the rights of creditors of national banks) as from time to time in effectbanking institutions the accounts of which are insured by the Federal Deposit Insurance Corporation or any other instrumentalities of the federal government, and to general principles of equity (equity, regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any Federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect its condition (financial or other), operations or properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, threatened against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and Servicer which would prohibit its entering into this Agreement or which would adversely affect the execution, delivery or enforceability legality and validity of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any Master Servicer's performance of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement; (vi) Subject to Section 4.04(c) hereof, and, except to the extent Master Servicer will comply in all material respects in the case performance of performance, that its failure to be qualified to do business or licensed in one or more states does not materially this Agreement with all reasonable rules and adversely affect the performance by it requirements of its obligations hereundereach insurer under each Required Insurance Policy; and (vivii) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.terms thereof. The

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 Custodian benefit of the Certificateholders and the Non-Trust Mortgage Interest Holder, and to the Depositor, the Special Servicer, the Trust Advisor and the Certificate Administrator, as of the date hereofClosing Date, that: (i) the The Master Servicer is duly organized, validly existing and in good standing as a national banking association [ENTITY TYPE] under the laws of the United States of America[JURISDICTION], and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State the jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by do not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event that, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any court, regulatory body, administrative agency or governmental body having jurisdiction over itits assets, in any manner that each case, which does or is likely to materially and adversely affects its affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach 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 any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) no 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; (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, threatened against it, the outcome of whichMaster Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery or enforceability ability of the Master Servicer to perform its obligations under this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any financial condition of its other obligations hereunder in accordance with the terms hereofMaster Servicer; (vvii) no Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Non-Trust Mortgage Interest is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Master Servicer of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified to do business or licensed in one or more states does not materially previously have been obtained and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer those filings and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent registrations that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been completed. (b) It is understood that 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 the Non-Trust Mortgage Interest Holder) of a breach of any of the representations and warranties set forth in this Section 8.20 shall survive which materially and adversely affects the execution and delivery interests of this Agreement. (c) Any cause of action against the Certificateholders or the Non-Trust Mortgage Interest Holder, the Master Servicer, the Special Servicer arising out of or the Trustee in any Mortgage Loan or the Loan Combination, the party discovering such breach of any representations and warranties made in this Section shall accrue upon the giving of give prompt written notice to the Master Servicer by any of other parties hereto, each Certifying Certificateholder and the TrusteeNon-Trust Mortgage Interest Holder and, during a Subordinate Control Period or a Collective Consultation Period, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectSubordinate Class Representative .

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Special 138 148 Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderServicer. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Master Servicer such breach by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and represents, warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, that as of the date hereofClosing Date: (i) the The Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (ii) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Agreement by and the Master Servicer, performance of the consummation transactions contemplated hereby by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration violate any provision of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association limited partnership under the laws of the United States State of AmericaTexas, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its limited partnership agreement or certificate of limited partnership or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign limited partnership or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Master Servicer such breach by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is a corporation, duly organized, validly existing and in good standing as a national banking association under the laws of the United States [State of America_________], and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by will not violate the Master Servicer Servicer's organizational documents or constitute a default (or an event which, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order is applicable to it or any of any courtits assets, regulatory body, administrative agency which default or governmental body having jurisdiction over itbreach, in any manner that the good faith reasonable judgment of the Master Servicer, is likely to materially and adversely affects its either affect the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach the Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at 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 will not constitute a violation of, any law, 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 's knowledge, threatened, threatened against it, the Master Servicer the outcome of which, in the Master Servicer’s '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 execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary Master Servicer to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and; (vivii) the performance of the services by the Master Servicer contemplated by this Agreement are has errors and omissions insurance coverage which is in full force and effect and which complies with the ordinary course requirements of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.8.2; and

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicers and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is a corporation, duly organized, validly existing and in good standing as a national banking association under the laws of the United States [State of America_________], and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by will not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event which, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order is applicable to it or any of any courtits assets, regulatory body, administrative agency which default or governmental body having jurisdiction over itbreach, in any manner that the good faith reasonable judgment of the Master Servicer, is likely to materially and adversely affects its either affect the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach the Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at 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 will not constitute a violation of, any law, 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, threatened against it, 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 execution, delivery or enforceability ability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereofunder this Agreement; (vvii) the Master Servicer has errors and omissions insurance coverage which is in full force and effect and which complies with the requirements of Section 8.2; and (viii) no consent, approval, authorization or order of order, registration or filing with or notice to, any governmental authority or court is required, under federal or governmental agency or body is required state law, for the execution, delivery and performance by it of, of or compliance by it with, the Master Servicer with this Agreement, or the consummation by the Master Servicer of the transactions any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings, or if any notices as have been obtained or made and (2) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does notice would not materially and adversely affect have a material adverse effect on the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by under this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderAgreement. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicers and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer represents, warrants and covenants that as of the Closing Date: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (b) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iiic) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the Certificate of Incorporation or Bylaws of the Master Servicer, the consummation by or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it the Master Servicer may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vie) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business knowledge of the Master Servicer and the Master Servicer possesses all licensesthreatened, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by or any of the Trustee, the Certificate Administrator its properties or the Custodian. The Master Servicer shall give prompt notice with respect to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, this Agreement or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.the

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Master Servicer such breach by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicers and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Trustee, as of the date hereof and as of the Closing Date, as follows: (a) The Master Servicer hereby represents has been duly organized and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of Americaand is in good standing under such laws, with full power and shall be authority to own its properties and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located conduct its business as now conducted by it and to the extent necessary to enter into and perform its obligations under this the Pooling and Servicing Agreement, and is authorized to conduct business in each jurisdiction where it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification, except where the failure so to so qualify or comply would not adversely affect have a material adverse effect on the Master Servicer’s ability to perform performance of its obligations hereunder in accordance with under the terms of this Agreement; (ii) the Master Servicer has the full power Pooling and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Servicing Agreement. The Master Servicer holds all material licenses, certificates, franchises, and permits from all governmental authorities necessary for the conduct of its business and will have received no notice of proceedings relating to the revocation of any such license, certificate or permit, that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would affect materially and adversely the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Master Servicer. (b) The Master Servicer has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Master Servicer and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Master Servicer of the Pooling and Servicing Agreement are within the corporate power of the Master Servicer and have been duly authorized by all necessary corporate action on the part of the Master Servicer; and validly authorized neither the executionexecution and delivery of the Pooling and Servicing Agreement by the Master Servicer, delivery nor the consummation by the Master Servicer of the transactions herein contemplated, nor compliance with the provisions hereof by the Master Servicer, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or by-laws of the Master Servicer or any law, governmental rule or regulation, or any judgment, decree or order binding on the Master Servicer or its properties, or any of the provisions of any indenture, mortgage, deed of trust or other instrument to which the Master Servicer is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust or other instrument. (c) The Pooling and performance of this Servicing Agreement and this all other documents and instruments required or contemplated hereby to be executed or delivered by the Master Servicer under the Pooling and Servicing Agreement has have been duly authorized, executed and delivered by the Master Servicer; and this AgreementServicer and, assuming the due authorization, execution and delivery thereof by the all other parties heretothereto, evidences the constitute legal, valid and binding obligation of the Master Servicer agreements enforceable against the Master Servicer in accordance with its terms their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and insolvency or other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws;equity. (iiid) the execution and delivery of this Agreement No consent, approval, order or authorization of, or registration, qualification or declaration with, any federal, state or other governmental authority by the Master ServicerServicer is required in connection with the authorization, execution or delivery of the consummation Pooling and Servicing Agreement or the performance by the Master Servicer of the transactions contemplated hereby, covenants and the fulfillment of or compliance obligations to be performed by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;hereunder. (ive) no litigation is No Proceedings are pending or, to the best of the Master Servicer’s 's knowledge, threatenedthreatened against the Master Servicer that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, against it, including assisting in the outcome issuance of which, in the Certificates. (f) The Master Servicer maintains an errors and omissions policy and fidelity bond that covers the Master Servicer’s reasonable judgment, could reasonably be expected to materially 's performance under the Pooling and adversely affect the execution, delivery or enforceability of this Servicing Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially policy and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement bond are in the ordinary course of business of the Master Servicer full force and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereundereffect. (bg) It is understood that the representations The Master Servicer has obtained or made all necessary consents, approvals, waivers and warranties set forth notifications of stockholders, creditors, lessors and other nongovernmental persons, in this Section 8.20 shall survive each case, in connection with the execution and delivery of this the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (h) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the Pooling and Servicing Agreement. (ci) Any cause The Master Servicer is and shall remain through the duration of action against the Pooling and Servicing Agreement (1) a HUD approved mortgagee and (2) approved by HUD to service FHA insured mortgage loans. If at any time the Master Servicer arising out of fails to remain either (1) a HUD approved mortgagee and (2) approved by HUD to service FHA insured mortgage loans, then the breach of any representations Master Servicer shall be required to resign as Master Servicer and warranties made in this Section shall accrue upon the giving of give immediate written notice to the Master Servicer Trustee of such failure. Upon discovery by any of the TrusteeDepositor, the Certificate Administrator Master Servicer or the CustodianTrustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the other parties hereto. The Master Servicer shall give prompt notice use its reasonable best efforts to the Trusteecure promptly (and in no event later than 30 days after such notice, the Custodianshall cure), the Depositor and the Special Servicer any breach of the occurrencerepresentations, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty warranties and covenants contained in this Section to be untrue or inaccurate in any respect6.03.

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 Custodian benefit of the Certificateholders and the Non-Trust Mortgage Loan Holder, and to the Depositor, the Special Servicer, the Trust Advisor and the Certificate Administrator, as of the date hereofClosing Date, that: (i) the The Master Servicer is duly organized, validly existing and in good standing as a national banking association [ENTITY TYPE] under the laws of the United States of America[JURISDICTION], and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State the jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by do not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event that, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any court, regulatory body, administrative agency or governmental body having jurisdiction over itits assets, in any manner that each case, which does or is likely to materially and adversely affects its affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach 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 any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) no 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; (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, threatened against it, the outcome of whichMaster Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery or enforceability ability of the Master Servicer to perform its obligations under this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any financial condition of its other obligations hereunder in accordance with the terms hereofMaster Servicer; (vvii) no Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Non-Trust Mortgage Loan is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Master Servicer of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified to do business or licensed in one or more states does not materially previously have been obtained and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer those filings and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent registrations that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been completed. (b) It is understood that 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 the Non-Trust Mortgage Loan Holder) of a breach of any of the representations and warranties set forth in this Section 8.20 shall survive which materially and adversely affects the execution and delivery interests of this Agreement. (c) Any cause of action against the Certificateholders or the Non-Trust Mortgage Loan Holder, the Master Servicer, the Special Servicer arising out of or the Trustee in any Mortgage Loan or the Loan Combination, the party discovering such breach of any representations and warranties made in this Section shall accrue upon the giving of give prompt written notice to the Master Servicer by any of other parties hereto, each Certifying Certificateholder and the TrusteeNon-Trust Mortgage Loan Holder and, during a Subordinate Control Period or a Collective Consultation Period, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectSubordinate Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the -148- same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicers and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof:: ccxix (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder.. ccxx (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor any Primary Servicer and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Master Servicer such breach by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicer and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Trustee, as of the date hereof and as of the Closing Date, as follows: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is has been [duly incorporated/duly organized, ] and is validly existing and in good standing as a [corporation/national banking association association] under the laws of the United States [State of America_______________ (or the jurisdiction of its organization, if the Master Servicer is not ______)] [and is in good standing under such laws], with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and shall be has duly qualified to do business as a foreign [corporation] [and thereafter remain, is in compliance with good standing] under the laws of each State jurisdiction wherein it conducts any material business or in which any Mortgaged Property is located to the extent necessary to perform performance of its obligations duties under this Agreementthe Pooling and Servicing Agreement would require such qualification, except where the failure so to so qualify or comply would not adversely affect have a material adverse effect on the Master Servicer’s ability to perform performance of its obligations hereunder in accordance with under the terms of this Agreement; (ii) the Master Servicer has the full power Pooling and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Servicing Agreement. The Master Servicer holds all material licenses, certificates, franchises, and permits from all governmental authorities necessary for the conduct of its business and will have received no notice of proceedings relating to the revocation of any such license, certificate or permit, that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would affect materially and adversely the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Master Servicer. (b) The Master Servicer has all requisite [corporate] power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Master Servicer and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Master Servicer of the Pooling and Servicing Agreement are within the corporate power of the Master Servicer and have been duly authorized by all necessary corporate action on the part of the Master Servicer; and validly authorized neither the executionexecution and delivery of the Pooling and Servicing Agreement by the Master Servicer, delivery nor the consummation by the Master Servicer of the transactions herein contemplated, nor compliance with the provisions hereof by the Master Servicer, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or by-laws of the Master Servicer or any law, governmental rule or regulation, or any judgment, decree or order binding on the Master Servicer or its properties, or any of the provisions of any indenture, mortgage, deed of trust or other instrument to which the Master Servicer is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust or other instrument. (c) The Pooling and performance of this Servicing Agreement and this all other documents and instruments required or contemplated hereby to be executed or delivered by the Master Servicer under the Pooling and Servicing Agreement has have been duly authorized, executed and delivered by the Master Servicer; and this AgreementServicer and, assuming the due authorization, execution and delivery thereof by the all other parties heretothereto, evidences the constitute legal, valid and binding obligation of the Master Servicer agreements enforceable against the Master Servicer in accordance with its terms their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and insolvency or other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws;equity. (iiid) the execution and delivery of this Agreement No consent, approval, order or authorization of, or registration, qualification or declaration with, any federal, state or other governmental authority by the Master ServicerServicer is required in connection with the authorization, execution or delivery of the consummation Pooling and Servicing Agreement or the performance by the Master Servicer of the transactions contemplated hereby, covenants and the fulfillment of or compliance obligations to be performed by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;hereunder. (ive) no litigation is No Proceedings are pending or, to the best of the Master Servicer’s knowledge, threatenedthreatened against the Master Servicer that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, against it, including assisting in the outcome issuance of which, in the Certificates. (f) The Master Servicer maintains an errors and omissions policy and fidelity bond that covers the Master Servicer’s reasonable judgment, could reasonably be expected to materially performance under the Pooling and adversely affect the execution, delivery or enforceability of this Servicing Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially policy and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement bond are in the ordinary course of business of the Master Servicer full force and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereundereffect. (bg) It is understood that the representations The Master Servicer has obtained or made all necessary consents, approvals, waivers and warranties set forth notifications of stockholders, creditors, lessors and other nongovernmental persons, in this Section 8.20 shall survive each case, in connection with the execution and delivery of this the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (ch) Any cause of action against the The Master Servicer arising out of does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the breach of any representations Pooling and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer Servicing Agreement. Upon discovery by any of the TrusteeDepositor, the Certificate Administrator Master Servicer or the Custodian. The Master Servicer Trustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectother parties hereto.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Master Servicer such breach by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the CustodianDepositor, the Depositor Primary Servicers and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer represents, warrants and covenants that as of the Closing Date: (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the United States State of America, Delaware and shall be has the corporate power to own its assets and thereafter remain, in compliance with to transact the laws of each State business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the extent necessary character of the business transacted by it or properties owned or leased by it require such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer; (b) The Master Servicer has the power and authority to make, execute, deliver and perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability Agreement and to perform its obligations hereunder in accordance with respect to all of the terms of transactions contemplated under this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and has taken all necessary corporate action to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized authorize the execution, delivery and performance of its obligations under this Agreement. When executed and delivered, this Agreement and this Agreement has been duly executed and delivered by will constitute the Master Servicer; and this Agreementlegal, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subjectterms, except as to enforcement of remedies, to applicable such terms may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and by the availability of equitable remedies (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iiic) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be; (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the Certificate of Incorporation or Bylaws of the Master Servicer, the consummation by or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it the Master Servicer may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vie) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business knowledge of the Master Servicer and threatened, against the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it any of its obligations hereunder. (b) It is understood that properties or with respect to this Agreement or the Class A Notes which in the opinion of the Master Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties set forth in this Section 8.20 2.03 shall survive the execution sale and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties made in this Section which materially and adversely affects the interests of the Class A Noteholders [or the Insurer], the Person discovering such breach shall accrue upon the giving of give prompt written notice to the Master Servicer other parties [and the Insurer]. Within 60 days (or such longer period as permitted by any prior written consent of a Responsible Officer of the Indenture Trustee) of its discovery or its receipt of notice of such breach, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty cure such breach in this Section to be untrue or inaccurate in any respectall material respects.

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 the Custodian benefit of the Certificateholders, and to the Certificate Administrator, Depositor that as of the Closing Date or as of such date hereofspecifically provided herein: (i) the The Master Servicer is a corporation duly organized, organized and validly existing and in good standing as a national banking association under the laws of the United States State of AmericaCalifornia and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, and shall be and thereafter remainin any event, is in compliance with the doing business laws of each State in which any Mortgaged Property is located such State, to the extent necessary to perform ensure its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement; (ii) the The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver, deliver and perform, and to enter into and consummate consummate, all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement Agreement, has been duly executed and delivered by the Master Servicer; this Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor and the Trustee, evidences the constitutes a legal, valid and binding obligation of the Master Servicer Servicer, enforceable against the Master Servicer it in accordance with its terms subject, except as to enforcement of remedies, to applicable the enforceability thereof may be limited by bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other reorganization or similar laws affecting the enforcement of creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities lawsequity; (iii) the The execution and delivery of this Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation by the Master Servicer of any other of the transactions contemplated herebyherein contemplated, and the fulfillment of or compliance by with the terms hereof are in the ordinary course of business of the Master Servicer with the terms and conditions of this Agreement will not (1A) result in a breach of any term or provision of the charter or 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 it the Master Servicer is a party or by which it may be bound, or any lawstatute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental rulebody having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, regulationbound by, or judgmentin breach or violation of any indenture or other agreement or instrument, decree or subject to or in violation of any statute, order applicable to it or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its 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 (2y) result in the business, operations, financial condition, properties or assets of the Master Servicer taken as a breach of any term or provision of its organizational documentswhole; (iv) no The Master Servicer is a HUD approved servicer. No event has occurred, including but not limited to a change in insurance coverage, that would make the Master Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD; (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 pending or, to the best of against the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its the ability of the Master Servicer to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (vviii) 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 (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; (ix) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it the Master Servicer of, or compliance by it the Master Servicer with, this Agreement, Agreement or the consummation by it of the transactions contemplated herebyby this Agreement, except for such consents, approvals, authorizations or orders, if any such consentany, approval, authorization or order is required, it has that have been obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent Closing Date; (x) The information set forth in the case of performancePrepayment Charge Schedule (including the prepayment charge summary attached thereto) is complete, that true and correct in all material respects on the date or dates when such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and terms (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally or having permits or other authorization the collectability thereof may be limited due to acceleration in one or more states is not necessary for the performance by it of its obligations hereunder.connection with a foreclosure) under applicable state law; and (bxi) The Master Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01. It is understood and agreed that the representations representations, warranties and warranties covenants set forth in this Section 8.20 2.05 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice Mortgage Files to the Master Servicer by any Trustee and shall inure to the benefit of the Trustee, the Certificate Administrator Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer or the Custodian. The Master Servicer Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the 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 Trustee. Subject to Section 7.01, unless such breach shall not be susceptible of cure within 90 days, the Custodianobligation of the Master Servicer set forth in this Section 2.05 to cure breaches shall constitute the sole remedy against the Master Servicer available to the Certificateholders, the Depositor and the Special Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. Notwithstanding the foregoing, (a) within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the occurrencebreach of the representation of the Master Servicer set forth in Section 2.05(x) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, or the failure to occurMaster Servicer shall remedy such breach as follows: the Seller must pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any event thatamount previously collected by the Master Servicer or paid by the Master Servicer, with for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge and (b) within 90 days of the earlier of discovery by the Master Servicer or receipt of notice or by the passage Master Servicer of time or both, would cause any the breach of the representation or warranty covenant of the Master Servicer set forth in this Section to be untrue or inaccurate 2.05(xi) above, which breach materially and adversely affects the interests of the Holders of the Class P Certificates in any respectPrepayment Charge, the Master Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Collection Account.

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 Custodian benefit of the Certificateholders and the Companion Loan Holder, and to the Depositor, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the date hereofClosing Date, that: (i) the The Master Servicer is duly organized, validly existing and in good standing as [a national banking association under the laws of the United States of America], and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State the jurisdiction in which any the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by do not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event that, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any court, regulatory body, administrative agency or governmental body having jurisdiction over itits assets, in any manner that each case, which does or is likely to materially and adversely affects its affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach 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 any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) no 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; (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, threatened against it, the outcome of whichMaster Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery or enforceability ability of the Master Servicer to perform its obligations under this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any financial condition of its other obligations hereunder in accordance with the terms hereofMaster Servicer; (vvii) no Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Companion Loan is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Master Servicer of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified to do business or licensed in one or more states does not materially previously have been obtained and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer those filings and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent registrations that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been completed. (b) It is understood that 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 the Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section 8.20 shall survive which materially and adversely affects the execution and delivery interests of this Agreement. (c) Any cause of action against the Certificateholders or the Companion Loan Holder, the Master Servicer, the Special Servicer arising out of or the Trustee in any Mortgage Loan or the Split-Loan, the party discovering such breach of any representations and warranties made in this Section shall accrue upon the giving of give prompt written notice to the Master Servicer by any of other parties hereto, each Certifying Certificateholder and the TrusteeCompanion Loan Holder and, during a Subordinate Control Period or a Collective Consultation Period, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectControlling 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 Custodian benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the date hereofClosing Date, that: (i) the The Master Servicer is a national banking association, duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, the Master Servicer is in compliance with the laws of each State the jurisdiction in which any each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, and the consummation performance and compliance with the terms of this Agreement by the Master Servicer of the transactions contemplated herebyServicer, and the fulfillment of or compliance by do not violate the Master Servicer Servicer’s organizational documents or constitute a default (or an event that, with the terms and conditions notice or lapse of this Agreement will not (1time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other material instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any court, regulatory body, administrative agency or governmental body having jurisdiction over itits assets, in any manner that each case, which does or is likely to materially and adversely affects its affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer; (2iii) result in a breach 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 any term or provision of its organizational documentsthis Agreement, and has duly executed and delivered this Agreement; (iv) no 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,; (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, threatened against it, the outcome of whichMaster Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery ability of the Master Servicer to perform its obligations under this Agreement or enforceability 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 its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder Master Servicer self-insures for such errors and omissions coverage in accordance compliance with the terms hereof;requirements of Section 3.08(c) of this Agreement; and (vviii) no No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Master Servicer of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified to do business or licensed in one or more states does not materially previously have been obtained and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer those filings and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent registrations that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been completed. (b) It is understood that 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, without imposing any duty on any party to investigate (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 8.20 shall survive which materially and adversely affects the execution and delivery interests of this Agreement. (c) Any cause of action against the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer arising out of or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach of any representations and warranties made in this Section shall accrue upon the giving of give prompt written notice to the Master Servicer by any other parties hereto, each Certifying Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of the Trusteea Consultation Termination Event, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectControlling Class Representative.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Special Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its 127 135 obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunderServicer. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Master Servicer such breach by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer hereby represents, warrants and covenants to the Trustee, as of the date hereof and as of the Closing Date, as follows: (a) The Master Servicer hereby represents has been duly organized and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of Americaand is in good standing under such laws, with full power and shall be authority to own its properties and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located conduct its business as now conducted by it and to the extent necessary to enter into and perform its obligations under this the Pooling and Servicing Agreement, and is authorized to conduct business in each jurisdiction where it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification, except where the failure so to so qualify or comply would not adversely affect have a material adverse effect on the Master Servicer’s ability to perform performance of its obligations hereunder in accordance with under the terms of this Agreement; (ii) the Master Servicer has the full power Pooling and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Servicing Agreement. The Master Servicer holds all material licenses, certificates, franchises, and permits from all governmental authorities necessary for the conduct of its business and will have received no notice of proceedings relating to the revocation of any such license, certificate or permit, that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would affect materially and adversely the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Master Servicer. (b) The Master Servicer has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Master Servicer and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Master Servicer of the Pooling and Servicing Agreement are within the corporate power of the Master Servicer and have been duly authorized by all necessary corporate action on the part of the Master Servicer; and validly authorized neither the executionexecution and delivery of the Pooling and Servicing Agreement by the Master Servicer, delivery nor the consummation by the Master Servicer of the transactions herein contemplated, nor compliance with the provisions hereof by the Master Servicer, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or by-laws of the Master Servicer or any law, governmental rule or regulation, or any judgment, decree or order binding on the Master Servicer or its properties, or any of the provisions of any indenture, mortgage, deed of trust or other instrument to which the Master Servicer is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust or other instrument. (c) The Pooling and performance of this Servicing Agreement and this all other documents and instruments required or contemplated hereby to be executed or delivered by the Master Servicer under the Pooling and Servicing Agreement has have been duly authorized, executed and delivered by the Master Servicer; and this AgreementServicer and, assuming the due authorization, execution and delivery thereof by the all other parties heretothereto, evidences the constitute legal, valid and binding obligation of the Master Servicer agreements enforceable against the Master Servicer in accordance with its terms their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and insolvency or other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws;equity. (iiid) the execution and delivery of this Agreement No consent, approval, order or authorization of, or registration, qualification or declaration with, any federal, state or other governmental authority by the Master ServicerServicer is required in connection with the authorization, execution or delivery of the consummation Pooling and Servicing Agreement or the performance by the Master Servicer of the transactions contemplated hereby, covenants and the fulfillment of or compliance obligations to be performed by the Master Servicer with the terms and conditions of this Agreement will not (1) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;hereunder. (ive) no litigation is No Proceedings are pending or, to the best of the Master Servicer’s 's knowledge, threatenedthreatened against the Master Servicer that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, against it, including assisting in the outcome issuance of which, in the Certificates. (f) The Master Servicer maintains an errors and omissions policy and fidelity bond that covers the Master Servicer’s reasonable judgment, could reasonably be expected to materially 's performance under the Pooling and adversely affect the execution, delivery or enforceability of this Servicing Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially policy and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement bond are in the ordinary course of business of the Master Servicer full force and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereundereffect. (bg) It is understood that the representations The Master Servicer has obtained or made all necessary consents, approvals, waivers and warranties set forth notifications of stockholders, creditors, lessors and other nongovernmental persons, in this Section 8.20 shall survive each case, in connection with the execution and delivery of this the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (h) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the Pooling and Servicing Agreement. (ci) Any cause The Master Servicer is and shall remain through the duration of action against the Pooling and Servicing Agreement (1) a HUD approved mortgagee and (2) approved by HUD to service FHA insured mortgage loans. If at any time the Master Servicer arising out of fails to remain either (1) a HUD approved mortgagee and (2) approved by HUD to service FHA insured mortgage loans, then the breach of any representations Master Servicer shall be required to resign as Master Servicer and warranties made in this Section shall accrue upon the giving of give immediate written notice to the Master Servicer Trustee of such failure. Upon discovery by any of the TrusteeDepositor, the Certificate Administrator Master Servicer or the CustodianTrustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the other parties hereto. The Master Servicer shall give prompt notice use its reasonable best efforts to the Trusteecure promptly (and in no event later than 30 days after such notice, the Custodianshall cure), the Depositor and the Special Servicer any breach of the occurrencerepresentations, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty warranties and covenants contained in this Section to be untrue or inaccurate in any respect6.03.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as of the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of AmericaStates, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties heretoDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Special Servicer, evidences the valid and binding obligation of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master ServicerAgreement, the consummation by the Master Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) 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 it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Master Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator Trustee or the CustodianMaster Servicer. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Master Servicer. (a) The Master Servicer hereby represents and warrants to makes the following representations, warranties and covenants with to the Trustee, the Custodian and the Certificate Administrator, as of Issuer on the date hereof: (i) the Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Master Servicer has shall be deemed to have repeated the representations and warranties in clauses (1), (2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the Indenture. (1) The Master Servicer (i) is duly incorporated, validly existing, and validly authorized in good standing under the executionlaws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as contemplated by this Agreement including, without limitation, eligibility as a third-party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations. (2) The execution and delivery and performance by the Master Servicer of this Agreement and this Agreement the performance of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been duly executed taken or made on or before the date of this Agreement; and (iv) do not violate any provision of its certificate of incorporation or bylaws. (3) The Master Servicer will satisfy all of its obligations set forth in this Agreement, maintain in effect all qualifications required in order to service the Financed Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on its ability to service the Financed Student Loans. (4) The Master Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Trust Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower's account is less than $50. (5) The Master Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans. (6) All financial statements of the Master Servicer delivered by to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Master Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). (7) No event which could cause a material adverse effect on the Master Servicer; 's financial condition has occurred, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (8) The Master Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this AgreementAgreement and no outstanding or unpaid judgments against the Master Servicer exist, assuming and if such event shall occur, the due authorizationMaster Servicer shall promptly give the Issuer notice thereof. (9) The Master Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan (i) is not in compliance in all material respects with all laws and rules and regulations with respect to any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for such Guarantee. (10) The Master Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Agreement to the extent such services are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services. (11) Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a Guaranty Agency, or transferred to another servicer, the Master Servicer agrees as follows: (i) The Master Servicer shall cause to be furnished to the Issuer its financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within thirty (30) days after the conclusion of each fiscal quarter, and annual financial statements within ninety (90) days after the end of each fiscal year audited by nationally recognized independent certified public accountants and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Master Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP and maintain adequate internal financial controls. (iii) The Master Servicer shall maintain all licenses, permits, and franchises necessary for its business. (12) This Agreement will, upon execution and delivery thereof by the other all parties heretothereto, evidences the valid constitute a legal and binding obligation of the Master Servicer Servicer, enforceable against the Master Servicer in accordance with according to its terms subjectterms. Upon the discovery of a breach of certain covenants that have a materially adverse effect on the Financed Student Loans, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan unless the breach is cured within the time period prescribed in Section 10 hereof. Any breach that relates to compliance with the requirements of the transactions contemplated hereby, and Act or the fulfillment applicable Guaranty Agency but that does not affect that Guaranty Agency's obligation to guarantee payment of or compliance by the Master Servicer with the terms and conditions of this Agreement a Financed Student Loan will not (1) conflict with, result in be considered to have a breach, violation material adverse effect. The purchase or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially substitution and adversely affects its ability to perform its reimbursement obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will constitute the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except sole remedy available to the extent that being licensed Issuer for any uncured breach. The Master Servicer's purchase or having permits or other authorization in one or more states is not necessary for the performance by it of its substitution and reimbursement obligations hereunder. (b) It is understood are contractual obligations that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Master Servicer arising out of Issuer may enforce, but the breach of any representations and warranties made in this Section shall accrue upon these obligations will not constitute an event of default under the giving of written notice to the Master Servicer by any of the Trustee, the Certificate Administrator or the Custodian. The Master Servicer shall give prompt notice to the Trustee, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectIndenture.