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

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of Delaware, and the America. The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents documents, articles of incorporation, limited liability company operating agreement or by-laws laws, as applicable, or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, any Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage LoanLoan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Florida. The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of 3.22of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Trust Subordinate Companion Loan, as applicable, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is (A) in the case of CWCapital Asset Management LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware (B) in the case of Situs Holdings, LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of State of Delaware and (C) in the case of KeyBank National Association, a national banking association, duly organized, validly existing and in good standing under the laws of the United States. The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents documents, articles of incorporation, limited liability company operating agreement or by-laws laws, as applicable, or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) in the case of KeyBank National Association, subject to public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage LoanLoan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-–laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companyDivision of PNC Bank, National Association, a national banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of 3.22of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws limited liability company operating agreement or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State of DelawareUnited States, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-–laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of 3.22of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderCertificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreementthe Certificateholders, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders Certificateholder and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Custodian and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the related Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Florida. The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents documents, articles of incorporation, limited liability company operating agreement or by-laws laws, as applicable, or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and (including, with respect to any Trust Whole Loan, the Holders of the related Loan-Specific Certificates), each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Paying Agent and the Certificate AdministratorServicer, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and (ix) The Special Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so requiredperformance by it of this Agreement, will be obtained) in connection with the Special Servicer’s subsequent performance of and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by Such indemnification shall survive any termination or resignation of the Depositor, the Master Special Servicer, the Special Servicer termination or a Responsible Officer resignation of the Trustee or the Certificate Administrator (or upon written notice thereof from and any Certificateholder or any Serviced Companion Loan Holder) of a breach of any termination of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced 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 or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersNoteholders, and to the Depositor and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, company duly organized, validly existing and in good standing under the laws of the State of DelawareNew York, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, (A) not violate the Special Servicer’s organizational documents 's bylaws or by-laws Articles of Incorporation or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or result in each casethe violation of any law, rule, regulation, order, judgment or decree which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform or its obligations under this Agreement or the financial condition of the Special Servicerproperty is subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer officer, director or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement3.24, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement); and (viii) No consent, approval, authorization or order of, regulation or filing with or registration withnotice to, any state or federal court or governmental agency authority or body court is required required, under federal or state laws, for the execution, delivery and performance of or compliance by the Special Servicer this Agreement or the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (1) such consents, approvals, authorizations, ordersqualifications, registrations, filings or registrations which are notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, registration, filing or notice would not required in order for have a materially adverse effect on the performance by the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of under this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderNoteholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Noteholder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence hereto and continuance of a Consultation Termination Event, the Controlling Class RepresentativeRepresentative and the Companion Loan Noteholders.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Paying Agent and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Master Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and (ix) The Special Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so requiredperformance by it of this Agreement, will be obtained) in connection with the Special Servicer’s subsequent performance of and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the . The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents documents, articles of incorporation, limited liability company operating agreement or by-laws laws, as applicable, or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Paying Agent and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s 's organizational documents or and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Master Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a [ENTITY TYPE] under the laws of the State of Delaware[JURISDICTION], and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, (A) do not violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Certificateholders, each Companion Loan HoldersHolder, and to and with the Depositor, the Trustee and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareMassachusetts, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s 's organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, hereto constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Certificateholders, each Companion Loan HoldersHolder, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Co-Trustee and the Certificate AdministratorMaster Servicers, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareVirginia, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, hereto constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Certificateholders, each Companion Loan HoldersHolder, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Paying Agent and the Certificate AdministratorMaster Servicers, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, hereto constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Certificate Administrator and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State of DelawareUnited States, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-articles of organization, as applicable, and by laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-articles of organization, as applicable, and by laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the Serviced Grace Building Companion Loan HoldersNoteholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Fiscal Agent and the Certificate AdministratorServicer, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and (ix) The Special Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so requiredperformance by it of this Agreement, will be obtained) in connection with the Special Servicer’s subsequent performance of and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Depositor and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorServicers, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s 's organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the Serviced Subordinate Companion Loan Holders, and to and with the Depositor, the Certificate Administrator and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-articles of organization, as applicable, and by laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law law, and (C) public policy considerations regarding that limit the enforceability of provisions providing any provision of this Agreement which purports or purporting is construed to provide indemnification or contribution exculpation of liability with respect to violations of securities lawslaw violations; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Controlling Class Representative Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersNon-Trust Mortgage Interest Holder, and to the Depositor and with the Depositor, the Master Servicer, [and] the Operating Advisor, the Asset Representations Reviewer Trust Advisor [and the Certificate Administrator], as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a [ENTITY TYPE] under the laws of the State of Delaware[JURISDICTION], and the Special Servicer is in compliance with the laws of each the jurisdiction in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans 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 or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee [or the Certificate Administrator Administrator] (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan the Non-Trust Mortgage Interest Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Non-Trust Mortgage Interest Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders Non-Trust Mortgage Interest Holder and, prior to the occurrence and continuance of during a Subordinate Control Period or a Collective Consultation Termination EventPeriod, the Controlling Subordinate Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the . The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents documents, articles of incorporation, limited liability company operating agreement or by-laws laws, as applicable, or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced 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 or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder, and to the Depositor and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced the Companion Loans Loan is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced the Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced the Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders Holder and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and (including, with respect to the U-Haul Self Storage Whole Loan, the Class UHP Certificateholders), each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Certificateholders, each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect or is self insuring with respect to such risks, which in either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Depositor and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, company duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-articles of organization, as applicable, and by laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the related Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Paying Agent and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareVirginia, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Master Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and (ix) The Special Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so requiredperformance by it of this Agreement, will be obtained) in connection with the Special Servicer’s subsequent performance of and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Paying Agent and the Certificate AdministratorMaster Servicers, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, hereto constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is (A) in the case of CWCapital Asset Management LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware (B) in the case of Situs Holdings, LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of State of Delaware and (C) in the case of KeyBank National Association, a national banking association, duly organized, validly existing and in good standing under the laws of the United States. The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents documents, articles of incorporation, limited liability company operating agreement or by-laws laws, as applicable, or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) in the case of KeyBank KeyBank National Association, subject to public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage LoanLoan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Paying Agent and the Certificate AdministratorMaster Servicers, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareVirginia, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s 's organizational documents or and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Master Servicers, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Servicer and the Certificate AdministratorB Loan Holders, as of the Closing DateDate and as to the Special Servicer, that: (i) The Special Servicer is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, not (A) violate the Special Servicer’s organizational documents or 's certificate of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that by which it is applicable to it bound, or (C) result in the violation of any of its assetslaw, rule, regulation, order, judgment or decree binding on the Special Servicer which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer's ability to perform hereunder; (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it as contemplated by perform in accordance with this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violation, in the Special Servicer’s good faith and reasonable judgment, is violations are reasonably likely to affect have consequences that would materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or are reasonably likely to have consequences that would materially and adversely affect its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, director or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance and fidelity bond in the amounts and with the coverage required by Section 3.08(c) of this Agreement or 3.07(c). Neither the Special Servicer self-insures for nor any of its officers, directors or employees that is or, following the occurrence of a Servicing Transfer Event, would be involved in the servicing or administration of Mortgage Loans has been refused such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andor insurance; (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or cannot be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter perform its obligations hereunder; (ix) The Special Servicing Fee represents reasonable servicing compensation; and (x) The Special Servicer has examined each Sub-Servicing Agreement to which it is a party, and shall examine each Sub-Servicing Agreement to which it intends to become a party, and in each such case, the terms of such Sub-Servicing Agreements are not, or, in the case of any Sub-Servicing Agreement to be entered into this Agreement but may be required (and if so requiredby the Special Servicer at a future date, will not, be obtained) in connection materially inconsistent with the Special Servicer’s subsequent performance terms of this Agreement. (b) The representations representations, warranties and warranties covenants set forth in paragraph subsection (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and (including, with respect to the ESK Whole Loan, the Holders of the Class ESK Certificates), each Serviced Companion Loan HoldersNoteholder, and to and with the Depositor, the Master ServicerCertificate Administrator, the Operating Advisor, the Asset Representations Reviewer Master Servicer and the Certificate AdministratorSenior Trust Advisor, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that Servicer, which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required under federal or state law for the consummation execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph subsection (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, Paying Agent the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Depositor and the Certificate AdministratorServicer, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's certificate of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special 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 by it of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Paying Agent, the Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously authorization or order which has been obtained, or which, if not obtained would not have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, to the other parties hereto and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorInsurer, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;. (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, (A) not violate the Special Servicer’s 's organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, which default, in each casethe Special Servicer's good faith and reasonable judgment, which does or is likely to materially and adversely affect effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;. (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;. (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of the Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) 3.07(c). None of this Agreement or the Special Servicer self-insures for or any of its respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andor insurance. (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for All consents, approvals, authorizations, ordersorders or filings of or with any court or governmental agency or body, filings or registrations which are not if any, required in order for the execution, delivery and performance of this Agreement by the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementhave been obtained or made. (b) The representations and warranties of the Special Servicer set forth in paragraph (aSection 2.07(a) above shall survive the execution and delivery of this AgreementAgreement and inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer any of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) parties hereto of a breach of any of the such representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Insurer or any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loanhereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations set forth in Section 2.07(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, partnership, bank, association or other type of organization. (d) The Special Servicer covenants that by September 30, 1999, any custom-made software or hardware designed or purchased or licensed by the Controlling Class RepresentativeSpecial Servicer and used by the Special Servicer in the course of the operation or management of, or the compiling, reporting or generation of data required by this Agreement will not contain any material deficiency (x) in the ability of such software or hardware to identify correctly or perform calculations or other processing with respect to dates after September 30, 1999 or (y) that would cause such software or hardware to be fit no longer for the purpose for which it was intended by reason of the changing of the date from 1999 to 2000. The foregoing matters extend and relate only to the internal functioning of the software and hardware maintained by the Special Servicer, and the Special Servicer shall not be responsible for the accuracy or integrity of any data or calculations provided to the Special Servicer by any third party. A breach of the covenant set forth in this Section 2.07(d) shall constitute an Event of Default pursuant to Section 7.01(a)(vi) and such Event of Default shall be subject to the remedies set forth in Article VII.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Paying Agent and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Master Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and (ix) The Special Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so requiredperformance by it of this Agreement, will be obtained) in connection with the Special Servicer’s subsequent performance of and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The LTC, as Special Servicer Servicer, hereby represents and represents, warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, that as of the Closing DateDate or by the date it is appointed Special Servicer, thatas the case may be: (i) The Special Servicer it (A) is a limited liability company, duly corporation organized, validly existing and in good standing under the laws of the State state of Delawareits incorporation, and the Special Servicer (B) is or will be in compliance with the laws of each jurisdiction state in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, and (C) has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer do not, it and the its performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) not violate the Special Servicer’s organizational documents its charter or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, of (i) any material contract, agreement or other material instrument to which it is a party party, or that (ii) to the best of the Special Servicer's knowledge, any material contract, agreement or other instrument to which the Special Servicer is not a party, but which may be applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties party hereto, constitutes a validits legal, legal valid and binding obligation of the Special Servicerobligation, enforceable against the Special Servicer it in accordance with the terms hereofof this Agreement, subject to (A) applicable except as such enforcement may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and or other laws relating to or affecting the enforcement rights of creditors’ (including bank creditors’) rights creditors generally, (B) and by general principles of equityequity including principles of commercial reasonableness, good faith, independence and fair dealing (regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw); (viv) The Special Servicer it is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, not constitute a violation of, any lawwith respect to, any order or decree of any court or arbiter, any order or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency having jurisdiction, which violationviolation could, in the Special Servicer’s good 's good-faith and reasonable judgment, is likely reasonably be expected to have consequences that would materially affect materially and adversely either the ability performance of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicerduties hereunder; (viv) No no litigation is pending or, to the best of the Special Servicer’s its knowledge, threatened against it the Special Servicer that would prohibit the Special Servicer from entering into this Agreement orcourse of which could, in the Special Servicer’s good 's good-faith and reasonable judgment, is likely reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform prohibit its entering into or performing its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The It is understood and agreed that the representations and warranties set forth in paragraph (a) above this Section shall survive delivery of the execution respective Mortgage Files and delivery Mortgage Certificates to the Trustee or to the Custodian until the termination of this Agreement, and shall inure to the benefit of the Trustee and the Depositor. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or or, if earlier, upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderCertificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan2.6, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholderparties. (c) Within 90 days of the earlier of its discovery or its receipt of notice of breach of the representation and warranty contained in clause (a)(i)(B) above, the Serviced Companion Loan Holders andSpecial Servicer shall cure such breach in all material respects; PROVIDED, prior HOWEVER, that if the Special Servicer is diligently attempting to cure such breach and is unable to do so within 90 days for reasons beyond its control, the 90-day period shall be extended for so long as the Special Servicer is diligently attempting to cure such breach in accordance with the provisions of this Section but, in no event, shall such extended period exceed an additional 90 days or have a material adverse effect on Certificateholders. If the Special Servicer does not or cannot cure such breach within the applicable period, it shall, consistent with Section 3.1, appoint a subservicer that is in compliance with the laws of the requisite states and vest in such entity such rights, powers, duties or obligations as are necessary under this Agreement to permit enforcement of each affected Mortgage Loan. In the event of any such extension, on or before the expiration of the initial 90-day period, the Special Servicer shall provide an Officer's Certificate to the occurrence Trustee and continuance the Master Servicer setting forth the efforts being taken to cure such breach. If the Special Servicer fails to cure a breach of the representation and warranty contained in clause (a)(i)(B) above or appoint a Consultation Termination Eventsubservicer within the applicable cure period, the Controlling Class Representativeas such period may be extended pursuant to this paragraph, such failure shall constitute an Event of Default under Section 7.1 hereof.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Servicer and the Certificate AdministratorFiscal Agent, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, [__________] duly organized, validly existing and in good standing under the laws of the State of Delaware_______, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, (A) not violate the Special Servicer’s organizational documents 's [__________] and [__________] or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or result in each casethe violation of any law, rule, regulation, order, judgment or decree to which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform or its obligations under this Agreement or the financial condition of the Special Servicerproperty is subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; ; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced the Companion Loans Loan is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Servicer and the Certificate AdministratorFiscal Agent, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, [__________] duly organized, validly existing and in good standing under the laws of the State of Delaware_______, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, (A) not violate the Special Servicer’s organizational documents 's [__________] and [__________] or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or result in each casethe violation of any law, rule, regulation, order, judgment or decree to which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform or its obligations under this Agreement or the financial condition of the Special Servicerproperty is subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer officer, director, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and 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 3.07(c). Neither the Special Servicer self-insures for nor any of its officers, directors, managers or employees that is or, following the occurrence of a Servicing Transfer Event, would be involved in the servicing or administration of Mortgage Loans has been refused such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreementor insurance; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by The Special Servicer shall indemnify the DepositorTrustee, the Master Fiscal Agent and the Trust Fund and hold them harmless against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a material breach of the Special Servicer's representations and warranties contained in paragraph (a) above. Such indemnification shall survive any termination or resignation of the Special Servicer, the Special Servicer termination or a Responsible Officer resignation of the Trustee or the Certificate Administrator (or upon written notice thereof from and any Certificateholder or any Serviced Companion Loan Holder) of a breach of any termination of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Depositor and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorServicers, as of the Closing Date, Date that: (i) The Special Servicer is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s 's organizational documents or by-articles of incorporation, as applicable, and by laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, Paying Agent the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Depositor and the Certificate AdministratorServicer, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's certificate of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special 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 by it of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Paying Agent, the Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Depositor and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorServicers, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s 's organizational documents or by-laws or documents, (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Paying Agent and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareVirginia, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Master Servicer, the Paying Agent and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the DepositorPaying Agent, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Depositor and the Certificate AdministratorServicer, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's certificate of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Paying Agent, the Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgement is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by Such indemnification shall survive any termination or resignation of the Depositor, the Master Special Servicer, the Special Servicer termination or a Responsible Officer resignation of the Trustee or the Certificate Administrator (or upon written notice thereof from and any Certificateholder or any Serviced Companion Loan Holder) of a breach of any termination of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Depositor and the Certificate AdministratorServicer, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, company duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, (A) not violate the Special Servicer’s 's organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or result in each casethe violation of any law, rule, regulation, order, judgment or decree which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform or its obligations under this Agreement or the financial condition of the Special Servicerproperty is subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer officer, director, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and 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 3.07(c). Neither the Special Servicer self-insures for nor any of its officers, directors, managers or employees that is or, following the occurrence of a Servicing Transfer Event, would be involved in the servicing or administration of Mortgage Loans has been refused such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreementor insurance; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by The Special Servicer shall indemnify the DepositorTrustee the Trust Fund and hold them harmless against any losses, the Master Servicerdamages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a material breach of the 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 Servicer's representations and warranties set forth contained in this Section which materially and adversely affects the interests of paragraph (a) above. Such indemnification shall survive any party to this Agreement, the Certificateholders termination or any Serviced Companion Loan Holder or the interests resignation of the Master Special Servicer, and any termination of the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class RepresentativeAgreement.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companynational banking association, duly organized, validly existing and in good standing under the laws of the State United States of Delaware, and the America. The Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents documents, articles of incorporation, limited liability company operating agreement or by-laws laws, as applicable, or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder Trust Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Trust Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer Servicer, hereby represents and warrants to, to and covenants with, with the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorPaying Agent, as of the Closing Date, that: (i) The the Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the [State of Delaware_________], and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The the execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, (A) not violate the Special Servicer’s organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assetsassets which default or breach in the reasonable judgment of the Special Servicer, in each case, which does or is likely to affect materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The the Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This this Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The the Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement oror that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance coverage which is in the amounts full force and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors effect and omissions coverage in compliance complies with the requirements of Section 3.08(c) of this Agreement9.2 hereof; and (viii) No no consent, approval, authorization or order oforder, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Special Servicer with this Agreement, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions any transaction contemplated by this Agreementhereby, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for other than (1) such consents, approvals, authorizations, ordersqualifications, filings registrations, filings, or registrations which are notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not required in order for have a material adverse effect on the performance by the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of under this Agreement. (b) The It is understood that the representations and warranties set forth in paragraph (a) above this Section 9.8 shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersHolder, and to the Depositor and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a [corporation under the laws of the State United States of DelawareAmerica], and the Special Servicer is in compliance with the laws of each the jurisdiction in which a the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced the Companion Loans Loan is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementcompleted. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced the Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced the Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders Holder and, prior to the occurrence and continuance of during a Subordinate Control Period or a Collective Consultation Termination EventPeriod, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, Paying Agent the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Depositor and the Certificate AdministratorServicer, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special 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 by it of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Paying Agent, the Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgement is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by Such indemnification shall survive any termination or resignation of the Depositor, the Master Special Servicer, the Special Servicer termination or a Responsible Officer resignation of the Trustee or the Certificate Administrator (or upon written notice thereof from and any Certificateholder or any Serviced Companion Loan Holder) of a breach of any termination of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan HoldersCertificateholders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents documents, operating agreement or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan HolderCertificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreementthe Certificateholders, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders Certificateholder and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, Depositor and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer Advisor and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a national banking association under the laws of the State United States of DelawareAmerica, and the Special Servicer is in compliance with the laws of each the jurisdiction in which a each Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s organizational documents articles of association or by-–laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator 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 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to, to the other parties hereto and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate AdministratorCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;. (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer Servicer, will not, (A) not violate the Special Servicer’s 's organizational documents or by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, which default, in each casethe Special Servicer's good faith and reasonable judgment, which does or is likely to materially and adversely affect effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance with the terms of this Agreement will not, 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 Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;. (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;. (vii) Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of the Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) 3.07(c). None of this Agreement or the Special Servicer self-insures for or any of its respective officers or employees that is involved in the servicing or administration of the Mortgage Loans has been refused such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; andor insurance. (viii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed and except for All consents, approvals, authorizations, ordersorders or filings of or with any court or governmental agency or body, filings or registrations which are not if any, required in order for the execution, delivery and performance of this Agreement by the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementhave been obtained or made. (b) The representations and warranties of the Special Servicer set forth in paragraph (aSection 2.07(a) above shall survive the execution and delivery of this AgreementAgreement and inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer any of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) parties hereto of a breach of any of the such representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loanparty hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each Certifying Certificateholderof the representations set forth in Section 2.07(a), the Serviced Companion Loan Holders and, prior subject to such appropriate modifications to the occurrence representation and continuance warranty set forth in Section 2.07(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a Consultation Termination Eventcorporation, partnership, bank, association or other type of organization. (d) The Special Servicer covenants that by September 30, 1999, any custom-made software or hardware designed or purchased or licensed by the Controlling Class RepresentativeSpecial Servicer and used by the Special Servicer in the course of the operation or management of, or the compiling, reporting or generation of data required by this Agreement will not contain any material deficiency (x) in the ability of such software or hardware to identify correctly or perform calculations or other processing with respect to dates after September 30, 1999 or (y) that would cause such software or hardware to be fit no longer for the purpose for which it was intended by reason of the changing of the date from 1999 to 2000. The foregoing matters extend and relate only to the internal functioning of the software and hardware maintained by the Special Servicer, and the Special Servicer shall not be responsible for the accuracy or integrity of any data or calculations provided to the Special Servicer by any third party. A breach of the covenant set forth in this Section 2.07(d) shall constitute an Event of Default pursuant to Section 7.01(a)(vi) and such Event of Default shall be subject to the remedies set forth in Article VII.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Certificateholders, each Companion Loan HoldersHolder, and to and with the Depositor, the Trustee and the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of DelawareVirginia, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, hereto constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) to applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, is likely judgment could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement3.07(c); and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained and those filings and registrations that previously or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders and Certificateholders, the related Serviced Companion Loan HoldersNoteholders, the Depositor and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State state of Delawareits incorporation, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, do not (A) violate the Special Servicer’s 's organizational documents or by-articles of incorporation, as applicable, and by laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, local or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgment is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement; (vii) Each officer or employee of the The Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage which is in compliance full force and effect and complies with the requirements of Section 3.08(c) of this Agreement3.07 hereof; and (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body under federal or state law is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s subsequent performance of this Agreementperform its obligations hereunder. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to, and covenants with, to the Trustee, for its own benefit and the benefit of the Certificateholders Certificateholders, the Depositor and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that: (i) The Special Servicer is a limited liability companycorporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction State in which a any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) The execution and delivery of this Agreement by the Special Servicer do notServicer, and the performance and compliance with the terms of this Agreement by the Special Servicer will notServicer, does not (A) violate the Special Servicer’s organizational documents or 's articles of incorporation and by-laws or (B) constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in each casethe case of either (B) or (C), which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the its financial condition of the Special Servicercondition; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties heretoTrustee, the Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidationreorganization, fraudulent transfer, reorganizationreceivership, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) ' rights generally, (B) and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities lawslaw; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance default with the terms of this Agreement will not, constitute a violation of, respect to any law, any order or decree of any court or arbitercourt, or any order, regulation or demand of any federal, state state, municipal or local governmental or regulatory authorityagency, which violationdefault, in the Special Servicer’s good faith and 's reasonable judgment, judgement is likely to affect materially and adversely either affect the ability financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations under this Agreement or the financial condition of the Special Servicerhereunder; (vi) No litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened against the Special Servicer that which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s 's good faith and reasonable judgment, judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer; (vii) Each officer officer, manager or employee of the Special Servicer that has or, following the occurrence of a transfer of servicing responsibilities to the Special Servicer pursuant to Section 3.22 of this AgreementServicing Transfer Event, would have, have responsibilities concerning the servicing and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and3.07(c); (viii) No consent, approval, authorization or order of, or filing or registration with, of any state or federal court or governmental agency or body is required for the consummation execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for those consentsany consent, approvalsapproval, authorizations and orders that previously have authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and those filings and registrations that previously which, if not obtained would not have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and (ix) The Special Servicer has full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement but may be required (Agreement, has duly authorized the execution, delivery and if so requiredperformance by it of this Agreement, will be obtained) in connection with the Special Servicer’s subsequent performance of and has duly executed and delivered this Agreement. (b) The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this the Agreement. Upon discovery by Such indemnification shall survive any termination or resignation of the Depositor, the Master Special Servicer, the Special Servicer termination or a Responsible Officer resignation of the Trustee or the Certificate Administrator (or upon written notice thereof from and any Certificateholder or any Serviced Companion Loan Holder) of a breach of any termination of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.