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, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaDelaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the CustodianMaster Servicer, the Master Servicer Paying Agent or the Certificate AdministratorFiscal Agent. The Special Servicer shall give prompt notice to the Trustee, the CustodianFiscal Agent, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the United States State of AmericaDelaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities lawsand contribution; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaCalifornia, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the CustodianMaster Servicer, the Master Servicer Paying Agent or the Certificate AdministratorFiscal Agent. The Special Servicer shall give prompt notice to the Trustee, the CustodianFiscal Agent, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the United States State of AmericaFlorida, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain in compliance with the laws of each State and jurisdiction in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located (either directly or through a designee, in the case of the laws of Mexico) to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed licensed, either directly or indirectly, in one or more states jurisdictions in which any Mortgaged Property is located does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer Servicer, directly or through a designee, possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each statejurisdiction of the United States and Mexico where a Mortgaged Property is located, except to the extent that being licensed or having permits or other authorization in one or more states jurisdictions in which any Mortgaged Property is located is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, Trustee or the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the CustodianCertificate Administrator, the Certificate AdministratorCustodian, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaDelaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the CustodianMaster Servicer, the Master Servicer Paying Agent or the Certificate AdministratorFiscal Agent. The Special Servicer shall give prompt notice to the Trustee, the CustodianFiscal Agent, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative Operating Adviser (during any Subordinate Control Period and any Collective Consultation Period)and, solely with respect to a Pari Passu Loan, the Trust Advisor (other than during any Subordinate Control Periodrelated Other Operating Adviser, if any) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaDelaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate AdministratorPaying Agent. The Special Servicer shall give prompt notice to the Trustee, Trustee or the Custodian, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaDelaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending charter or by-laws or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian Trustee and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents; (iv) no litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, Trustee or the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaDelaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of o any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the CustodianMaster Servicer, the Master Servicer Paying Agent or the Certificate AdministratorFiscal Agent. The Special Servicer shall give prompt notice to the Trustee, the CustodianFiscal Agent, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Datedate hereof: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States state of America, its incorporation and shall be and thereafter remain remain, in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Paying Agent, the Master Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws;; 156 166 (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;Agreement. (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Special Servicer contemplated by this Agreement are in the ordinary course of business of the Special Servicer. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaCalifornia, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate AdministratorFiscal Agent. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate AdministratorFiscal Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States state of America, its incorporation and shall be and thereafter remain in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Paying Agent, the Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subjectterms, as to enforcement of remedies, subject to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or Companion Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaCalifornia, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated -209- hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaCalifornia, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaFlorida, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery ccxliv and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate AdministratorPaying Agent. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.. ccxlv

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaDelaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate AdministratorPaying Agent. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Datedate hereof: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America, and shall be and thereafter remain in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Master Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;Agreement. (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or -156- licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Special Servicer contemplated by this Agreement are in the ordinary course of business of the Special Servicer and the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Special Servicer such breach by any of the Trustee, the CustodianMaster Servicer, the Master Servicer Fiscal Agent, or the Certificate AdministratorSpecial Servicer. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate AdministratorFiscal Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaCalifornia, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate AdministratorFiscal Agent. The Special Servicer shall give prompt notice to the Trustee, the CustodianFiscal Agent, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Datedate hereof: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association limited partnership under the laws of the United States State of America, Maryland and shall be and thereafter remain remain, in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Master Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, 144 152 administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;Agreement. (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Special Servicer contemplated by this Agreement are in the ordinary course of business of the Special Servicer. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Special Servicer such breach by any of the Trustee, the Custodian, the Master Servicer or the Certificate AdministratorSpecial Servicer. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and warrants to and covenants with the Trustee, the Custodian and the Certificate Administrator, as of the Closing Date: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of AmericaCalifornia, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, to a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master Servicer, evidences the valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documentsAgreement; (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s 's reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;; and (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Datedate hereof: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the United States State of America, Delaware and shall be and thereafter remain in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Master Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;Agreement. (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Special Servicer contemplated by this Agreement are in the ordinary course of business of the Special Servicer and the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Special Servicer such breach by any of the Trustee, the CustodianMaster Servicer, the Master Servicer Fiscal Agent or the Certificate AdministratorSpecial Servicer. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate AdministratorFiscal Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Datedate hereof: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of America, Delaware and shall be and thereafter remain in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee and the Master Servicer, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;Agreement. (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Special Servicer contemplated by this Agreement are in the ordinary course of business of the Special Servicer and the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Special Servicer such breach by any of the Trustee, the Custodian, the Master Servicer or the Certificate AdministratorSpecial Servicer. The Special Servicer shall give prompt notice to the Trustee, the Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Datedate hereof: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States state of America, its incorporation and shall be and thereafter remain remain, in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Paying Agent, the Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;Agreement. (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its obligations hereunder; and (vi) the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Special Servicer contemplated by this Agreement are in the ordinary course of business of the Special Servicer. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement.. 170 (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Special Servicer by any of the Trustee, the CustodianServicer, the Master Servicer Paying Agent or the Certificate AdministratorFiscal Agent. The Special Servicer shall give prompt notice to the Trustee, the CustodianPaying Agent, the Certificate AdministratorFiscal Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.

Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents and represents, warrants to and covenants with the Trustee, Trustee (in its capacity as Trustee of the Custodian and the Certificate Administrator, Trust) that as of the Closing Datedate hereof: (i) the Special Servicer is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the United States State of America, Florida and shall be and thereafter remain in compliance with the laws of each State state in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special Servicer’s 's ability to perform its obligations hereunder in accordance with the terms of this Agreement; (ii) the Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special ServicerAgreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this AgreementDepositor, the Trustee, the Paying Agent, the Master Servicer and the Fiscal Agent, evidences the valid and binding obligation of the Special Servicer Servicer, enforceable against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorshipreceivership, moratorium, receivership moratorium and other similar laws affecting creditors’ ' rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws; (iii) the execution and delivery of this Agreement by the Special ServicerAgreement, the consummation by the Special Servicer of the transactions contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not (1) result in a breach of any term or provision of its charter or by-laws or (2) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, in any manner that which materially and adversely affects its ability to perform its obligations under this Agreement or (2) result in a breach of any term or provision of its organizational documents;Agreement. (iv) no litigation is pending or, to the best of the Special Servicer’s 's knowledge, threatened, against it, the outcome of which, in the Special Servicer’s reasonable judgment, could reasonably be expected to that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by it ofit, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified to do business as a foreign corporation or licensed in one or more states does is not materially and adversely affect necessary for the performance by it of its obligations hereunder; and (vi) the performance of the services by the Special Servicer contemplated by this Agreement are in the ordinary course of business of the Special Servicer and the Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of this Agreement. (c) Any cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving discovery of written notice to the Special Servicer such breach by any of the Trustee, the CustodianMaster Servicer, the Master Servicer Fiscal Agent, the Paying Agent, or the Certificate AdministratorSpecial Servicer. The Special Servicer shall give prompt notice to the Trustee, the CustodianFiscal Agent, the Certificate AdministratorPaying Agent, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) Operating Adviser and the Master Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.