Common use of Representations, Warranties and Covenants of the Trust Advisor Clause in Contracts

Representations, Warranties and Covenants of the Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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); (iii) the execution and delivery of this Agreement by the Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed 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 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, conservatorship, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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 Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed in one or more states is does not necessary for materially and adversely affect the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of DelawareNew York; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, conservatorship, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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 Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed in one or more states is does not necessary for materially and adversely affect the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company corporation under the laws of the State of DelawareGeorgia; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, conservatorship, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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 Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed in one or more states is does not necessary for materially and adversely affect the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreementthe Trustee and the Certificate Administrator, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company corporation under the laws of the State of DelawareNebraska; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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); (iii) the execution and delivery of this Agreement by the Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed 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 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, conservatorship, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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); (iii) the execution and delivery of this Agreement by the Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed in one or more states is does not necessary for materially and adversely affect the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreementthe Trustee and the Certificate Administrator, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company corporation under the laws of the State of DelawareGeorgia; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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); (iii) the execution and delivery of this Agreement by the Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed 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 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Trustee or the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) ), the Special Servicer 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to the Trustee, for its own benefit and covenants with each other party the benefit of the Certificateholders and the Non-Trust Mortgage Interest Holder, and to this Agreementthe Depositor, the Master Servicer, the Special Servicer [and the Certificate Administrator], as of the Closing Date, that: (i) the The Trust Advisor is duly organized, validly existing and in good standing as a limited liability company [ENTITY TYPE] under the laws of [JURISDICTION], and the State Trust Advisor is in compliance with the laws of Delawarethe jurisdiction in which the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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); (iii) the The execution and delivery of this Agreement by the Trust Advisor, and the consummation performance and compliance with the terms of this Agreement by the Trust Advisor of the transactions contemplated herebyAdvisor, and the fulfillment of or compliance by do not violate the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its Advisor’s organizational documents or constitute a default (Bor an event that, with notice or lapse of time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any courtits assets, regulatory body, administrative agency or governmental body having jurisdiction over itin each case, which does or is likely to materially and adversely affects its affect either the ability of the Trust Advisor to perform its obligations under this Agreement or the financial condition of the Trust Advisor; (iii) The Trust Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) no This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Trust Advisor, enforceable against the Trust Advisor in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trust Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trust Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trust Advisor to perform its obligations under this Agreement or the financial condition of the Trust Advisor; (vi) No litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, threatened against it, the outcome of whichTrust Advisor that would prohibit the Trust Advisor from entering into this Agreement or, in the Trust Advisor’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery or enforceability ability of the Trust Advisor to perform its obligations under this Agreement or its ability to perform any the financial condition of its obligations hereunder in accordance with the terms hereofTrust Advisor; and (vvii) no No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Trust Advisor of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified as a foreign corporation or licensed in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been obtained and those filings and registrations that previously have been completed. (b) It is understood that the The representations and warranties set forth in this Section 10.6 paragraph (a) above shall survive the execution and delivery of this Agreement. Any cause of action against Upon discovery by the Trust Advisor arising out Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee [or the Certificate Administrator] (or upon written notice thereof from any Certificateholder or the Non-Trust Mortgage Interest Holder) of a breach of any of the representations and warranties made set forth in this Section which materially and adversely affects the interests of the Certificateholders or the Non-Trust Mortgage Interest Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or the Loan Combination, the party discovering such breach shall accrue upon the giving of give prompt written notice to the Trust Advisor by any of the Trusteeother parties hereto, each Certifying Certificateholder, the Master Servicer or the Certificate Administrator. The Non-Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (Mortgage Interest Holder and, during any a Subordinate Control Period and any or a Collective Consultation Period) of , the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectSubordinate Class Representative .

Representations, Warranties and Covenants of the Trust Advisor. (a) The Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement, as of the Closing Date: (i) the Trust Advisor is duly organized, validly existing and in good standing as a limited liability company corporation under the laws of the State of DelawareGeorgia; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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 Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it 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, which materially and adversely affects its ability to perform its obligations under this Agreement; (iv) no litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its 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 as a foreign corporation or licensed in one or more states is does not necessary for materially and adversely affect the performance by it of its obligations hereunder. (b) It is understood that the representations and warranties set forth in this Section 10.6 shall survive the execution and delivery of this Agreement. Any cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) 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 Trust Advisor. (a) The Trust Advisor hereby represents and warrants to the Trustee, for its own benefit and covenants with each other party the benefit of the Certificateholders and the Non-Trust Mortgage Loan Holder, and to this Agreementthe Depositor, the Master Servicer, the Special Servicer [and the Certificate Administrator], as of the Closing Date, that: (i) the The Trust Advisor is duly organized, validly existing and in good standing as a limited liability company [ENTITY TYPE] under the laws of [JURISDICTION], and the State Trust Advisor is in compliance with the laws of Delawarethe jurisdiction in which the Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (ii) the Trust Advisor 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 Trust Advisor 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 Trust Advisor; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’ rights generally 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); (iii) the The execution and delivery of this Agreement by the Trust Advisor, and the consummation performance and compliance with the terms of this Agreement by the Trust Advisor of the transactions contemplated herebyAdvisor, and the fulfillment of or compliance by do not violate the Trust Advisor with the terms and conditions of this Agreement will not (A) result in a breach of any term or provision of its Advisor’s organizational documents or constitute a default (Bor an event that, with notice or lapse of time, or both, would constitute a default) conflict with, result in a breach, violation or acceleration ofunder, or result in a default underthe breach of, the terms of any other material agreement or other instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order that is applicable to it or any of any courtits assets, regulatory body, administrative agency or governmental body having jurisdiction over itin each case, which does or is likely to materially and adversely affects its affect either the ability of the Trust Advisor to perform its obligations under this Agreement or the financial condition of the Trust Advisor; (iii) The Trust Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; (iv) no This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Trust Advisor, enforceable against the Trust Advisor in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (v) The Trust Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trust Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Trust Advisor to perform its obligations under this Agreement or the financial condition of the Trust Advisor; (vi) No litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, threatened against it, the outcome of whichTrust Advisor that would prohibit the Trust Advisor from entering into this Agreement or, in the Trust Advisor’s good faith and reasonable judgment, could reasonably be expected is likely to materially and adversely affect either the execution, delivery or enforceability ability of the Trust Advisor to perform its obligations under this Agreement or its ability to perform any the financial condition of its obligations hereunder in accordance with the terms hereofTrust Advisor; and (vvii) no No consent, approval, authorization or order of of, or filing or registration with, any state or federal court or governmental agency or body is required for the execution, delivery and performance consummation by it of, or compliance by it with, this Agreement, or the consummation Trust Advisor of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary to perform its obligations under by this Agreement, andexcept for those consents, except to the extent in the case of performanceapprovals, authorizations and orders that its failure to be qualified as a foreign corporation or licensed in one or more states is not necessary for the performance by it of its obligations hereunderpreviously have been obtained and those filings and registrations that previously have been completed. (b) It is understood that the The representations and warranties set forth in this Section 10.6 paragraph (a) above shall survive the execution and delivery of this Agreement. Any cause of action against Upon discovery by the Trust Advisor arising out Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee [or the Certificate Administrator] (or upon written notice thereof from any Certificateholder or the Non-Trust Mortgage Loan Holder) of a breach of any of the representations and warranties made set forth in this Section which materially and adversely affects the interests of the Certificateholders or the Non-Trust Mortgage Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or the Loan Combination, the party discovering such breach shall accrue upon the giving of give prompt written notice to the Trust Advisor by any of the Trusteeother parties hereto, each Certifying Certificateholder, the Master Servicer or the Certificate Administrator. The Non-Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (Mortgage Loan Holder and, during any a Subordinate Control Period and any or a Collective Consultation Period) of , the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respectSubordinate Class Representative .