{"url_path":"/sec/cik-0002126766/8-k/2026-06-03/item-15","section_key":"item-15","section_title":"Item 15 Exhibits (no. 100)","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/2126766/0001539497-26-001640-index.html","accession_number":"0001539497-26-001640","cik":"0002126766","ticker":null,"issuer_name":"Benchmark 2026-V22 Mortgage Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/2126766/0001539497-26-001640-index.html","primary_entity_key":"0002126766","primary_entity_name":"Benchmark 2026-V22 Mortgage Trust"},"word_count":28745,"has_tables":true,"body_markdown":"Item 15: Exhibits (no. 100)\n\nXBRL-Related Documents (Exhibit No. 100 of Item\n601 of Regulation S-K).\n\n● Not Applicable.\n\nEXH. DD-6\n\nEXHIBIT EE\n\nADDITIONAL DISCLOSURE NOTIFICATION\n\n**SEND VIA EMAIL TO !nacctsecnotifications@computershare.com\nAND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**\n\nComputershare Trust Company, National Association, as Certificate\nAdministrator\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS)\n\nWells Fargo Commercial Mortgage Securities, Inc.,\n\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9—SEC REPORT PROCESSING\n\nRe:\n**Additional Form [10-D][10-K][8-K] Disclosure** Required\n\nTo the above-mentioned addressees:\n\nIn accordance with Section [11.04] [11.05] [11.07]\nof the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Trimont LLC, as Master Servicer,\nRialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche\nBank National Trust Company, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,\nas [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].\n\nDescription of Additional Form [10-D][10-K][8-K]\nDisclosure:\n\nList of any Attachments hereto to be included\nin the Additional Form [10-D][10-K][8-K] Disclosure:\n\nAny inquiries related to this notification should\nbe directed to [\n], phone number: [ ]; email address: [ ].\n\n[NAME OF PARTY],\n\nas [role]\n\nBy:\n\nName:\n\nTitle:\n\ncc: Depositor\n\nEXH. EE-1\n\nEXHIBIT FF\n\nINITIAL SUB-SERVICERS\n\n \n\n**Mortgage Loan Seller**\n**Mortgage Loan\nName**\n**Subservicer Name**\n**Subservicer’s Duties**\n\nWFB\nMountain Industrial Portfolio\nMidland Loan Services, a Division of PNC Bank, National Association\nCashiering\n\nWFB\n1500 Post Oak Boulevard\nTrimont LLC\nCashiering\n\nWFB\nThe Towers at Cupertino City Center\nNorthmarq Capital, LLC\nCashiering\n\nWFB\nCasa Del Ray and Las Golondrinas Apartments\nSlatt Capital, formerly known as Barry S. Slatt Mortgage Company\nNon-Cashiering\n\n \n\n \n\nEXH. FF-1\n\nEXHIBIT\nGG\n\nSERVICING FUNCTION PARTICIPANTS\n\n \n\nNone.\n\nEXH. GG-1\n\nEXHIBIT HH\n\nFORM OF ANNUAL COMPLIANCE STATEMENT\n\nCERTIFICATION\n\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates,\n\nSeries 2026-5C9 (the “Trust”)\n\nI, [identifying the certifying\nindividual], on behalf of [Trimont LLC, as Master Servicer] [Rialto Capital Advisors, LLC, as Special Servicer] [Computershare Trust Company,\nNational Association, as [Certificate Administrator] [Custodian]] [Deutsche Bank National Trust Company, as Trustee] (the “Certifying\nServicer”), certify to Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors and affiliates, and with\nthe knowledge and intent that they will rely upon this certification, that:\n\n1.\nI (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and\n\n2.\nTo the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].\n\nDate:\n\n[TRIMONT LLC, as Master Servicer] [RIALTO CAPITAL ADVISORS, LLC, as Special Servicer] [COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as [Certificate Administrator][Custodian]] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee]\n\nBy:\n\nName:\n\nTitle:\n\nEXH. HH-1\n\nEXHIBIT II\n\nFORM OF REPORT ON ASSESSMENT\n\nOF COMPLIANCE WITH SERVICING CRITERIA\n\n[Name of Reporting Servicer] (the “Reporting\nServicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of\nItem 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),\nas set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include asset-backed securities\ntransactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator] involving\ncommercial mortgage loans **[other than __________________1]**(the “Platform”);\n\nThe Reporting Servicer has engaged certain\nvendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,\nlimited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing criteria\nor portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;\n\nExcept as set forth in paragraph 4 below, the\nReporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with\nthe applicable servicing criteria;\n\nThe criteria listed in the column titled “Inapplicable\nServicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs,\ndirectly or through its Vendors, with respect to the Platform;\n\nThe Reporting Servicer has complied, in all\nmaterial respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to\nthe Platform taken as a whole**[, except as described on Schedule B hereto]**;\n\nThe Reporting Servicer has not identified and\nis not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31,\n20[__] and for the Reporting Period with respect to the Platform taken as a whole**[, except as described on Schedule B hereto]**;\n\nThe Reporting Servicer has not identified any\nmaterial deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as\nof December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole**[, except as described on Schedule B\nhereto]**; and\n\n1\nDescribe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.\n\nEXH. II-1\n\n[____], a registered public accounting firm,\nhas issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria for\nthe Reporting Period.\n\n[Date of Certification]\n\n[Name of Reporting Servicer]\n\nBy:\n\nName:\n\nTitle:\n\nEXH. II-2\n\nEXHIBIT JJ\n\nCREFC® PAYMENT INFORMATION\n\nPayments shall be made to “CRE Finance Council” and\nsent to:\n\nCommercial Real Estate Finance Council, Inc.\n\n28 West 44th Street, Suite 815\n\nNew York, NY 10036\n\nAttn: Executive Director\n\nor by wire transfer to:\n\n[wiring instructions are on file with the\nMaster Servicer]\n\nEXH. JJ-1\n\nEXHIBIT KK\n\nFORM OF NOTICE OF ADDITIONAL\n\nINDEBTEDNESS NOTIFICATION\n\nVIA EMAIL:\n\nTo: Computershare Trust Company, National Association,\nas Certificate Administrator; CCTCMBSBondAdmin@computershare.com, trustadministrationgroup@computershare.com and !nacctsecnotifications@computershare.com\n\nRef: Wells Fargo Commercial Mortgage Trust 2026-5C9,\nAdditional Debt Notice for From 10-D\n\nThe following information is being furnished\nto you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement\n\n**Portfolio Name**\n**Mortgage\nLoan**\n**Position in Debt Stack**\n**Additional Debt**\n**OPB**\n**OPB Date**\n**Appraised Value**\n**Appraised Value Date**\n**Aggregate LTV**\n**Aggregate NCF DSCR**\n**Aggregate NCF DSCR Date**\n**Primary Servicer**\n**Master Servicer**\n**Lead Servicer**\n**Prospectus ID**\n\nWFCM 2026-5C9\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nOutside the Trust\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nOutside the Trust\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nTotal\n \n \n$\n \n \n \n \n \n \n \n \n \n \n \n\nWFCM 2026-5C9\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nOutside the Trust\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nOutside the Trust\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nTotal\n \n \n$\n \n \n \n \n \n \n \n \n \n \n \n\nWFCM 2026-5C9\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nOutside the Trust\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nOutside the Trust\n \n \n$\n \n \n$\n \n%\n \n \n \n \n \n \n\nTotal\n \n \n$\n \n \n \n \n \n \n \n \n \n \n \n\nEXH. KK-1\n\nEXHIBIT LL\n\n[RESERVED]\n\nEXH. LL-1\n\nEXHIBIT MM\n\nADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)\n\nINSTRUCTIONS:\n\nFOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL\nTO:\n\n!NACCTSECNOTIFICATIONS@COMPUTERSHARE.COM\n\nFOR ALL OTHER NOTIFICATIONS: SEND VIA EMAIL\nAND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**\n\nComputershare Trust Company, National Association, as Certificate Administrator\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9—SEC REPORT PROCESSING\n\nEmail: !nacctsecnotifications@computershare.com\n\nRe:\n**Additional Form [10-D][10-K][8-K] Disclosure** Required\n\nTo the above-mentioned addressees:\n\nIn accordance with Section 11.04 of\nthe Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Trimont LLC, as Master Servicer,\nRialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche\nBank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the\nundersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form\n[10-D][10-K][8-K].\n\nDescription of Additional Form [10-D][10-K][8-K]\nDisclosure:\n\nWith respect to the Collection Accounts and\nREO Account balance information:\n\n**Account Name**\n**Beginning Balance\nas of MM/DD/YYYY**\n**Ending Balance\nas of MM/DD/YYYY**\n\nMaster Servicer’s Collection Account\n \n \n\nREO Account\n \n \n\nList of any Attachments hereto to be included\nin the Additional Form [10-D][10-K][8-K] Disclosure:\n\nEXH. MM-1\n\nAny inquiries related to this notification should\nbe directed to [ ],\nphone number: [   ]; email address: [\n].\n\n[NAME OF PARTY],\n\nas [role]\n\nBy:\n\nName:\n\nTitle:\n\ncc: Depositor\n\nEXH. MM-2\n\nEXHIBIT NN\n\nFORM OF NOTICE OF PURCHASE OF\n\nCONTROLLING CLASS CERTIFICATE\n\n[Date]\n\nComputershare Trust Company, National Association\n\nas Certificate Administrator\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nEmail: trustadministrationgroup@computershare.com\n\nand CCTCMBSBondAdmin@computershare.com\n\n \n\nDeutsche Bank National Trust Company\n\nas Trustee\n\n1761 East St. Andrew Place\n\nSanta Ana, California 92705\n\nAttention: Trust Administration—WFCM 2026-5C9\n\nE-mail: cmbsadmin@list.db.com\n\n \n\nTrimont LLC\n\nas Master Servicer\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: *Legaldepartment@trimont.com*\n\nRialto Capital Advisors, LLC\n\nEXH. NN-1\n\n       as\nSpecial Servicer\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com, jeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com, adam.singer@rialtocapital.com\n\n \n\nPentalpha Surveillance LLC\n\nas Operating Advisor\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction Manager\n\nWith a copy sent via email to: notices@pentalphasurveillance.com (with\nWFCM 2026-5C9 in the subject line)\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated and effective as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer\n\nThis letter is delivered to\nyou, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)\nto us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing\n[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.\n\n1.       Our\nname and address is as follows:\n\nContact Info: [Tel/Email]\n\n2.       [IF\nAPPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority interest\nin the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Termination Event or\nConsultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under the Pooling and\nServicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on your website to the following\neffect:\n\nEXH. NN-2\n\n“A Consultation Termination Event\nor a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling\nClass to an unaffiliated third party which has terminated any waiver by the prior Holder.”\n\nAll capitalized terms used\nbut not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.\n\nVery truly yours,\n\n(Transferee)\n\nBy:\n\nName:\n\nTitle:\n\nEXH. NN-3\n\nEXHIBIT OO\n\nFORM OF ASSET REVIEW REPORT BY THE\n\nASSET REPRESENTATIONS REVIEWER**4**\n\nTo: [Addresses of Recipients]\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nIn accordance with Section 12.01\nof the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nthe undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset Review\non each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following\nAsset Review Report.\n\n1.\nWe have performed an Asset Review on each [Subject] Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Test[s] as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.\n\n2.\nA conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.\n\n3.\nThe Asset Representations Reviewer, other than forwarding this report to the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.\n\n4.\nCapitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.\n\n4\nThis report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.\n\nEXH. OO-1\n\nPENTALPHA SURVEILLANCE LLC,\n\nas Asset Representations Reviewer\n\nBy:\n\nName:\n\nTitle:\n\nEXH. OO-2\n\nExhibit A\n\nDetailed Scorecard\n\n[Template Example Below]\n\n**Loan #**\n**Loan Name**\n**Mortgage\nLoan Seller**\n**R&W #**\n**R&W Name**\n**Test Description**\n**Findings**\n\n[Insert Loan Number]\n[Insert Loan Name]\n[Insert Mortgage Loan Seller]\n21\nCompliance with Usury Laws\n[Insert Test Description]\n[Insert Test findings]\n\n \n31\nSingle-Purpose Entity\n \n \n\nEXH. OO-3\n\nEXHIBIT PP\n\nFORM OF ASSET REVIEW REPORT SUMMARY**5**\n\nTo: [Addresses of Recipients]\n\nRe:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nTo the above-mentioned addressees:\n\nIn accordance with Section 12.01\nof the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\nthe undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset Review\non each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following\nAsset Review Report Summary.\n\n1.\nWe have performed an Asset Review on each [Subject] Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test][evidence of [__] failed Test[s] as identified on the summary scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.\n\n2.\nA conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.\n\n3.\nThe Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.\n\n4.\nCapitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.\n\n5\nThis report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.\n\nEXH. PP-1\n\nPENTALPHA SURVEILLANCE LLC,\n\nas Asset Representations Reviewer\n\nBy:\n\nName:\n\nTitle:\n\nEXH. PP-2\n\nExhibit A\n\nSummary Scorecard\n\n[Template Example Below]\n\n**Test failures**\n\n**Loan #**\n**Loan Name**\n**Mortgage\nLoan Seller**\n**Representations and Warranty #**\n**Representation\nand Warranty Name**\n\n[Insert Loan #]\n[Insert Loan Name]\n[Insert Mortgage Loan Seller]\n21\nCompliance with Usury Laws\n\n31\nSingle-Purpose Entity\n\nEXH. PP-3\n\nEXHIBIT QQ\n\nASSET REVIEW PROCEDURES\n\n \n\nPursuant to the terms and\nsubject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the Asset Representations Reviewer\n(“Asset Representations Reviewer”) shall perform an Asset Review with respect to each representation and warranty made\nby the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures set forth below (each\nsuch procedure, a “Test”); provided, however, the Asset Representations Reviewer may, but is under no obligation to,\nmodify any Test and/or associated Review Materials described in this Exhibit QQ if, and only to the extent, the Asset Representations\nReviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials\nin order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized terms used herein but not defined herein\nhave the meaning set forth in the PSA or, solely with respect to a representation and warranty, the meaning set forth in the related mortgage\nloan purchase agreement (the “Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection with the\nperformance of the following Tests:\n\n(A)\nWith respect to any representation and warranty that includes a knowledge qualifier (*e.g.*, to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review beyond that set forth in the applicable Test related to such representation and warranty;\n\n(B)\nWith respect to any representation and warranty that includes the examination of an insurance policy or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.\n\n(C)\nThe Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal review or legal conclusion;\n\n(D)\nUnless otherwise provided in the Test, the “as of” date for the testing of a representation is as of the Closing Date;\n\n(E)\nUnless otherwise provided in the Test, if there is more than one version of the same document with respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;\n\n(F)\nWith respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole reason for not satisfying the applicable Test is caused by such exception(s);\n\nExhibit QQ-1\n\n \n\n(G)\nEvidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by Asset Representations Reviewer that the documentation included in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient to perform the Test; and\n\n(H)\nA determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.\n\nThe Asset Representations Reviewer will only\nbe required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional procedures on any\nDelinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding the required\nTests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials specified in\nthe related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to,\nconsider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers\nUnsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review\nMaterials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.\n\nExhibit QQ-2\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n1. Intentionally Omitted.\n1\nN/A\nN/A\n\n2. Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related Non-Serviced Securitization Trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.\n2a\nReview the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.\nMortgage; Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.\n\n2b\n\nReview any notice previously delivered by the Master Servicer\nor the Special Servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively, the “MS\nServicer Notices”) for notation of any Mortgage Note or Mortgage that was subject to any assignment (other than assignments\nto the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee for the related Non-Serviced\nSecuritization Trust), participation or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of,\neach Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests\non, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement.\n\nIf no such notation is found, it will be a Test pass.\n\nMS Servicer Notices\n\nExhibit QQ-3\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n2c\nReview the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.\nMS Servicer Notices\n\n2d\nReview the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the depositor not constituting a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.\nMS Servicer Notices\n\n3. Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or Prepayment Premium/Yield Maintenance Charge) may be further limited or rendered\n3a\nReview the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 3. If such indication exists, it will be a Test pass.\nMortgagor’s Counsel Opinion\n\n3b\nReview the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes,\nMS Servicer Notices\n\nExhibit QQ-4\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nunenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.\n \nMortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.\n \n\n4. Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.\n4\nReview the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.\nMortgage Loan Documents; Mortgagor’s Counsel Opinion\n\n5. Intentionally Omitted.\n5\nN/A\nN/A\n\n6. Mortgage Status; Waivers and Modifications. Since\n6a\nReview the MS Servicer Notices and Mortgage Loan\nMortgage Loan\n\nExhibit QQ-5\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\norigination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.\n \nDocuments for an indication that, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a)(1) to the knowledge of the Mortgage Loan Seller, there has been any forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification related to the COVID-19 emergency, and (2) other than as related to the COVID-19 emergency, the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such mortgage. If no such indication is found, it will be a Test pass.\nDocuments; MS Servicer Notices\n\n6b\nReview the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.\nMS Servicer Notices; Mortgage Loan Documents\n\n6c\nReview the MS Servicer Notices and Mortgage Loan\nMS Servicer Notices;\n\nExhibit QQ-6\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nDocuments for notation that neither Mortgagor nor guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File. If no such notation is found, it will be a Test pass.\nMortgage Loan Documents\n\n6d\nReview the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date. If no such notation is found, it will be a Test pass.\nMS Servicer Notices; Mortgage Loan Documents\n\n7. Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 8 below (each such exception, a “Title Exception”)), except as\n7a\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any endorsement or assignment of Mortgage or Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n7b\nReview the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.\nMortgage; Assignment of Leases\n\n7c\n\nReview the Title Policy (as defined in representation\nand warranty 8) to determine if the related Mortgage\n\nis a first lien on the related Mortgagor’s fee\n(or if\n\nTitle Policy; Mortgage; Mortgage Loan Schedule\n\nExhibit QQ-7\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nthe enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.\n \nidentified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property. Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.\n \n\n7d\nReview the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.\nTitle Policy\n\n7e\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n7f\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject\nMS Servicer Notices\n\nExhibit QQ-8\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nto the rights of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the applicable Title Policy. If such a notation or other indication is not found, it will be a Test pass.\n \n\n7g\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n8. Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness\n8a\nReview the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.\nTitle Policy; Mortgage Loan Documents\n\n8b\nReview the Title Policy to determine if the first- priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan\nTitle Policy\n\nExhibit QQ-9\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nsecured by the Mortgage, the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that\n \nthat is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty 8. If so determined, it will be a Test pass.\n \n\n8c\nReview the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances. If not so determined, it will be a Test pass.\nTitle Policy\n\n8d\nReview the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.\nTitle Policy; MS Servicer Notices\n\n8e\nReview the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n8f\nReview the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that (a) the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels\nTitle Policy\n\nExhibit QQ-10\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nare senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.\n \nare contiguous. If so determined, it will be a Test pass.\n \n\n9. Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of representation and warranty 7 above), and equipment and other personal property financing. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement.\n9a\nReview the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan. If not so determined, it will be a Test pass.\nTitle Policy\n\n9b\nReview the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens and equipment and other personal property financing. If so determined, it will be a Test pass.\nTitle Policy\n\nExhibit QQ-11\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n9c\nReview the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than those set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n10. Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.\n10a\nReview the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.\nMortgage File; Assignment of Leases\n\n10b\nReview the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.\nTitle Policy; Mortgage; Assignment of Leases\n\n10c\nReview the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the\nAssignment of Leases; Mortgage\n\nExhibit QQ-12\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nrelated Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.\n \n\n11. Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC- 1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non- material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.\n11a\nReview the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n11b\nReview the MS Servicer Notices for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\nExhibit QQ-13\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n12. Condition of Property. The Mortgage Loan Seller\nor the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination\nof the Mortgage Loan and within twelve months of the Cut-off Date.\n\n \n\nAn engineering report or property condition assessment\nwas prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage\nLoan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable\nmortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred\nmaintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially\nand adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.\n\n12a\nReview the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.\nEngineering report; Property condition assessment\n\n12b\nReview the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off Date. Review the engineering report to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.\nEngineering report; Property condition assessment\n\n12c\nReview the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed in sub- clauses (i) and (ii) of representation and warranty 12. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n13. Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing\n13\nReview the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgage Property that became due\nMS Servicer Notices\n\nExhibit QQ-14\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nprior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.\n \nand owing prior to the Cut-off Date with respect to the Mortgaged Property have not been paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.\n \n\n14. Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.\n14\nReview the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the Cut-off Date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n15. Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in representation and warranty 8), an engineering report or property condition assessment as described in representation and warranty 12, applicable local law compliance materials as described in representation and warranty 26, and the ESA (as defined in representation and warranty 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse\n15a\nReview the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.\nMortgage Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices\n\n15b\nReview the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or\nMS Servicer Notices\n\nExhibit QQ-15\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\noutcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents, or (f) the current principal use of the Mortgaged Property.\n \ngovernmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 15. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 15, it will be a Test pass.\n \n\n16. Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non- Serviced Mortgage Loan, to the related Non-Serviced Depositor or the related Non-Serviced Master Servicer for the related Non-Serviced Securitization Trust).\n16a\nReview the MS Servicer Notices for a notation or other indication of any escrow deposits and escrow payments required to be escrowed with the Mortgagee pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n16b\nReview the Diligence File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage Loan have been conveyed by the Mortgage Loan Seller to the depositor or its servicer (or, in the case of a Non- Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced Securitization Trust). If so determined, it will be a Test pass.\nDiligence File; MS Servicer Notices\n\n17. No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to\n17a\nReview the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.\nMortgage Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement\n\n17b\nReview the Mortgage Loan Documents to determine if there is no requirement for future advances by the\nMortgage Loan Documents\n\nExhibit QQ-16\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nleasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).\n \nMortgagee (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.\n \n\n18. Insurance. Each related Mortgaged Property\nis, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance\nwith coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation\nissued by an insurer or insurers meeting the requirements of the related Mortgage Loan documents and having a claims- paying or financial\nstrength rating meeting the Insurance Ratings Requirements (as defined below), in an amount (subject to customary deductibles) not less\nthan the lesser of\n\n(1)   the\noriginal principal balance of the Mortgage Loan and (2)  \nthe full insurable value on a replacement cost basis of the improvements, furniture, furnishings,\nfixtures and equipment owned by the Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in\nany event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance\nprovisions with respect to the related Mortgaged Property.\n\n \n\n“Insurance Ratings Requirements” means either\n(1) a claims paying or financial strength rating of at least “A-:VIII” from\n\n18a\nReview the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Ratings Requirements, in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged\nInsurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)\n\nExhibit QQ-17\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nA.M. Best Company (“A.M. Best”) or\n“A3” (or the equivalent) from Moody’s Investors Service, Inc. (“Moody’s”) or “A-”\nfrom S&P Global Ratings (“S&P”) or (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance\nRatings Requirements” means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more\nmembers, at least 60% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition\nof such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least\n“BBB-” by S&P or at least “Baa3” by Moody’s, and (ii) if such syndicate consists of 4 or fewer members,\nat least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition\nof such term) and up to 25% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least\n“BBB-” by S&P or at least “Baa3” by Moody’s.\n\n \n\nEach related Mortgaged Property is also covered, and\nrequired to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which (subject\nto a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a\nprincipal balance of $50 million or more, 18 months).\n\n \n\nIf any material part of the improvements, exclusive of\na parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency\n\n \nProperty. If so determined, it will be a Test pass.\n \n\n18b\nReview the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n18c\nReview the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.\nInsurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)\n\n18d\nReview the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n18e\nReview the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in an amount equal to the least of (a) the maximum amount available under the National Flood Insurance Program, plus such\nInsurance Summary Report\n\nExhibit QQ-18\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nManagement Agency as having special flood hazards, the\nrelated Mortgagor is required to maintain insurance in an amount equal to the least of (a) the maximum amount available under the National\nFlood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by prudent institutional commercial\nmortgage lenders originating mortgage loans for securitization, (b) the outstanding principal amount of the Mortgage Loan and (c) the\ninsurable value of the Mortgaged Property.\n\n \n\nIf the Mortgaged Property is located within 25 miles\nof the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor\nis required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer\nor insurers meeting the Insurance Ratings Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or\nnamed storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable\nvalue on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included\nin the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing\nsuch endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property\nby an insurer or insurers meeting the Insurance Ratings Requirements.\n\n \n\nThe Mortgaged Property is covered, and required to be\n\n \nadditional excess flood coverage in an amount as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization, (b) the outstanding principal amount of the Mortgage Loan and (c) the insurable value of the Mortgaged Property. If so determined, it will be a Test pass.\n \n\n18f\nIf the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms” by an insurer meeting the Insurance Ratings Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Ratings Requirements. If so determined with respect to each part of this Test, it will be a Test pass.\nInsurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Diligence File\n\n18g\nReview the Insurance Summary Report dated before the Closing Date (or solely with respect to residential\nInsurance Summary Report (solely with respect to\n\nExhibit QQ-19\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\ncovered pursuant to the related Mortgage Loan documents,\nby a commercial general liability insurance policy issued by an insurer or insurers meeting the Insurance Ratings Requirements including\ncoverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required\nby the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1\nmillion per occurrence and $2 million in the aggregate.\n\n \n\nAn architectural or engineering consultant has performed\nan analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property,\nfor the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged Property\nin the event of an earthquake. In such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10%\nprobability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the\nimprovements, earthquake insurance on such Mortgaged Property was obtained from an insurer or insurers meeting the Insurance Ratings Requirements\n(provided that for this purpose (only), the A.M. Best Company minimum rating referred to in the definition of Insurance Ratings Requirements\nwill be deemed to be at least “A:VIII”) in an amount not less than 100% of the PML.\n\n \n\nThe Mortgage Loan documents require insurance proceeds\n(or an amount equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration of\nall or part of the related Mortgaged Property,\n\n \ncooperative properties, review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Ratings Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.\nresidential cooperative properties, the insurance policies and/or certificates of insurance); Mortgage Loan Documents\n\n18h\nReview the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.\nProperty condition assessment; Seismic engineering study\n\n18i\nReview the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement costs of the improvements,\nSeismic engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates\n\nExhibit QQ-20\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nwith respect to all property losses in excess of 5% of the then- outstanding principal amount of the related Mortgage Loan or\n\nExhibit QQ-21\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nWhole Loan, as applicable, the Mortgagee (or a trustee\nappointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of\nthe outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.\n\n \n\nAll premiums on all insurance policies referred to in\nthis section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies\nname the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in\nthe case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit\nof the Trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related Mortgage Loan obligates\nthe related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain\nsuch insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies\n(other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation\narising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or\nsuch lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium\nand no such notice has been received by the Mortgage Loan Seller.\n\n \nand if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine if the insurer is meeting the Insurance Ratings Requirements (as defined in representation and warranty 18). The insurance amount should be not less than 100% of the PML. If so determined with respect to each part of the Test, it will be a Test pass.\nof insurance)\n\n18j\nReview the Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n18k\nReview the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it will be a Test pass.\nMS Servicer Notices\n\n18l\nReview the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any Mortgage Loan and its\nInsurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates\n\nExhibit QQ-22\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nsuccessors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined, it will be a Test pass.\nof insurance)\n\n18m\nReview the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). If so determined, it will be a Test pass.\nInsurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)\n\n18n\nReview the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.\nMortgage Loan Documents\n\n18o\nReview the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium. If so\nInsurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)\n\nExhibit QQ-23\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \ndetermined, it will be a Test pass.\n \n\n18p\nReview the MS Servicer Notices for a notation or other indication that any notice described in Test 18o may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n19. Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in representation and warranty 8) and survey, if any, an engineering report or property condition assessment as described in representation and warranty 12, applicable local law compliance materials as described in representation and warranty 26, and the ESA (as defined in representation and warranty 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.\n19a\nReview the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has permanent access easement or right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.\nZoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA\n\n19b\nReview the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.\nZoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA\n\n19c\nReview the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing\nTitle Policy; Survey; Mortgage Loan Documents\n\nExhibit QQ-24\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \nauthority for creation of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created. If so determined, it will be a Test pass.\n \n\n20. No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.\n20a\nReview the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it will be a Test pass.\nSurvey; Title Policy; Appraisal\n\n20b\nReview the survey and Title Policy to determine if there exist material improvements on adjoining parcels that encroach onto the Mortgaged Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.\nSurvey; Title Policy\n\n20c\nReview the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.\nSurvey; Title Policy\n\n21. No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.\n21\nReview the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such\nMortgage Loan Documents\n\nExhibit QQ-25\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nfeature is found with respect to each part of this Test, it will be a Test pass.\n \n\n22. REMIC. Each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property\n22a\nReview the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.\nOrigination settlement statement; Mortgage Loan\n\n22b\nReview the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan\nAppraisal; Mortgage Loan Documents\n\nExhibit QQ-26\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nwhich served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any Prepayment Premiums and Yield Maintenance Charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this representation and warranty shall have the same meanings as set forth in the related Treasury Regulations. All terms used in this representation and warranty shall have the same meanings as set forth in the related Treasury Regulations.\n \nor (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.\n \n\n22c\nReview the MS Servicer Notices for an indication or other notation that the Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub- clause (B)(ii) in the first sentence of representation and warranty 22, including the proviso thereto.\nMS Servicer Notices\n\n22d\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the prepayment premiums and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\nExhibit QQ-27\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n23. Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, Yield Maintenance Charge or Prepayment Premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.\n23a\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n23b\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n23c\nReview the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.\nMortgage Loan Documents\n\n24. Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.\n24\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such Mortgage Loan by the Trust. If so determined, it will be a Test pass.\nMS Servicer Notices\n\n25. Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the\n25\nReview the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.\nMortgage Loan Documents\n\nExhibit QQ-28\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nClosing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.\n \n \n \n\n26. Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non- conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore\n26a\nReview the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non- conforming use or structure. If so determined, it will be a Test pass.\nZoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization\n\n26b\nReview the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming\nZoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and\n\nExhibit QQ-29\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nthe Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.\n \nuse or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, review the Insurance Summary Report to determine if title insurance policy was obtained prior to the Closing Date with respect to any non-conforming use or structure. If so determined, it will be a Test pass.\nmultifamily mortgage loans intended for securitization; Insurance Summary Report\n\n26c\nReview the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n26d\nIf the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the\nZoning report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for\n\nExhibit QQ-30\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nTitle Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.\nsecuritization\n\n26e\nReview the Mortgage Loan Documents for provisions that require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n27. Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan documents require the related Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.\n27a\nReview the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.\nMortgage Loan Documents\n\n27b\n\nReview the Mortgage Loan Documents and the MS Servicer\nNotices for a notation or other indication that\n\n(a) the Mortgage Loan Seller had knowledge that any licenses,\npermits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property\nare not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy\nand applicable governmental approvals necessary could materially and adversely affect the use and/or operation of the Mortgaged Property\nas it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan.\nIf such a notation or other indication is not found, it will be a Test pass.\n\nMortgage Loan Documents; MS Servicer Notices\n\n27c\nReview the Mortgage Loan Documents for provisions requiring the related Mortgagor and the Mortgaged Property to comply in all material respects with all\nMortgage Loan Documents\n\nExhibit QQ-30\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \napplicable regulations, zoning and building laws. If such provisions are found, it will be a Test pass.\n \n\n28. Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not *de minimis*) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not *de minimis*), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the\n28a\nReview the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not *de minimis*) in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n28b\nReview the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not *de minimis*), for losses and damages resulting from the events or circumstances set forth in clauses (b)(i) through (b)(iv) of representation and warranty 28. If so determined, it will be a Test pass.\nMortgage Loan Documents\n\nExhibit QQ-31\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nMortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).\n \n \n \n\n29. Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in representation and warranty 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in representation and warranty 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”\n29a\nReview the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 29. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n29b\nReview the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 29 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G- 2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property\nMortgage Loan Documents\n\nExhibit QQ-32\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nwithin the meaning of Section 860G(a)(3)(A) of the Code;\nor (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on\nthe related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For\npurposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1)\nthe amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real\nproperty that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage\nLoan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment\nof principal in an amount not less than the amount required by the REMIC Provisions.\n\n \n\nIn the case of any Mortgage Loan, in the event of a taking\nof any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by\nagreement, unless an opinion of counsel is delivered as specified in clause (y) of the preceding paragraph, the Mortgagor can be required\nto pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than\nthe amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the\nrestoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged\nProperty from\n\n \n(reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.\n \n\n29c\nReview the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property\nMortgage Loan Documents\n\nExhibit QQ-33\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nthe lien of the Mortgage (but taking into account the\nplanned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by\n\n(1) the amount of any lien on the real property that\nis senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan)\nis not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).\n\n \n\nNo such Mortgage Loan that is secured by more than one\nMortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross- collateralization of the related\nMortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.\n\n \nthat is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are found, it will be a Test pass.\n \n\n29d\nReview the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross- collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n30. Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.\n30a\nReview the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n30b\nReview the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5% of the in-place base rent and annual financial statements. If such provisions\nMortgage Loan Documents\n\nExhibit QQ-34\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nare found, it will be a Test pass.\n \n\n31. Acts of Terrorism Exclusion. With respect\nto each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million\nor less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer or\ninsurers meeting the Insurance Ratings Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance\nAct of 2002, as amended (collectively referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it\nis covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly\nwaive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except\nto the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as\notherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement; provided, that if TRIPRA or a similar or subsequent\nstatute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is\nrequired to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage\nmore than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss\ninsurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components\nof such casualty and business interruption/rental loss insurance) at the\n\ntime of the origination of the Mortgage Loan, and if\nthe cost\n\n31a\nReview the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all- risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Ratings Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property. If such an indication is found, it will be a Test pass.\nMortgage Loan Documents; Insurance coverage review document\n\n31b\nReview the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 31), or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan\nMortgage Loan Documents\n\nExhibit QQ-35\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nof terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.\n \ndocuments (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not found, it will be a Test pass.\n \n\n32. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold (in each case a “Transfer”), other than as related to (i) family and estate planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) Transfers of less than, or other than, a controlling interest in a Mortgagor,\n32a\nReview the Mortgage Loan Documents for “due-on- sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 32. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\n32b\nReview the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\nExhibit QQ-36\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n(iv) Transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) Transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within the parameters of representations and warranties 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to the applicable Mortgage Loan Purchase Agreement, or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any Mortgage Loan that is cross- collateralized and cross-defaulted with another Mortgage Loan as set forth on Exhibit C-32-3 to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.\n \n \n \n\n33. Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with\n33a\nReview the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 33)\nMortgage Loan Documents\n\nExhibit QQ-37\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\na Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.\n \nfor at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.\n \n\n33b\nReview the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single- Purpose Entity. If the provisions exist, it will be a Test pass.\nMortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents\n\n33c\nReview the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.\nMortgage Loan Schedule; Mortgagor’s Counsel Opinion\n\n34. Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within\n34\nReview the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 34. If such provisions are found, it will be a Test pass.\nMortgage Loan Documents\n\nExhibit QQ-38\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\ntwo years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single- Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not\n \n \n \n\nExhibit QQ-39\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nlimited to, accountant’s fees and opinions of counsel.\n\n35. Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and in situations where default interest is imposed.\n35\nReview the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and in situations where default interest is imposed. If such an indication is found, it will be a Test pass.\nMortgage Loan Documents\n\nExhibit QQ-40\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \n \n \n\n36. Ground Leases. For purposes of these representations\nand warranties, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner\nas the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any,\ncomprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements\non the land), subject to the reversionary interest of the ground lessor as fee owner.\n\n \n\nWith respect to any Mortgage Loan where the Mortgage\nLoan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s\nfee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the\nground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”),\nMortgage Loan Seller represents and warrants that:\n\n \n\n(A)       The\nGround Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable\nfor recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered\nby the related Mortgage and do not restrict the use of the\n\n36a\nReview the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 36), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 36b through 36r.\nAppraisal; Title Policy; Mortgage Loan Documents\n\n36b\nReview the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.\nTitle Policy; Mortgage Loan Documents\n\n36c\nReview the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.\nGround Lease and Related Documents\n\n36d\nReview the MS Servicer Notices for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a\nMS Servicer Notices; Mortgage File\n\nExhibit QQ-40\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nrelated Mortgaged Property by such lessee, its successors\nor assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the\nterms of the Ground Lease has occurred since its recordation, except by any written instruments which are included in the related Mortgage\nFile;\n\n \n\n(B)             \nThe lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related\nDocuments) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior\nwritten consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns,\nprovided that the Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;\n\n \n\n(C)             \nThe Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,\nmay be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated\nmaturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity\n(or with respect to a Mortgage Loan that accrues on an actual/360 basis, substantially amortizes);\n\n \n\n(D)            \nThe Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with,\nthe Mortgage, except for the related fee\n\n \nmodification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.\n \n\n36e\nReview the Ground Lease and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns, *provided*that Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease. If such a provision is found, it will be a Test pass.\nGround Lease and Related Documents\n\n36f\nReview the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.\nGround Lease and Related Documents\n\n36g\nReview the Title Policy for an indication that the Ground Lease is either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions, or (ii)\nTitle Policy; SNDA\n\nExhibit QQ-41\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\ninterest of the ground lessor and the Permitted Encumbrances\nand Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which\nthe Mortgagee on the lessor’s fee interest is subject;\n\n \n\n(E)             \nSubject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable\nrestrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors\nand assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably\nwithheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it\nis so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the\nlessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease\nhas not been terminated and all amounts due thereunder have been paid);\n\n \n\n(F)              \nThe Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground\nLease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but\nfor the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage\nLoan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;\n\n \nis the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication is found, it will be a Test pass.\n \n\n36h\nReview the Ground Lease and Related Documents for an indication that the Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, *provided*that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.\nGround Lease and Related Documents\n\n36i\nReview the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, *provided*that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.\nGround Lease and Related Documents\n\n36j\nReview the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.\nMS Servicer Notices\n\nExhibit QQ-42\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n(G)            \nThe Ground Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, and provide that\nno notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;\n\n \n\n(H)            \nA Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest\nof the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the\nMortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;\n\n \n\n(I)               \nThe Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage\nLoan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;\n\n \n\n(J)               \nUnder the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award\nallocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in\nsubpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as\nsuch proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee\n\n36k\nReview the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.\nMS Servicer Notices\n\n36l\nReview the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.\nMS Servicer Notices\n\n36m\n\n \n\nReview the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice of any default, and provide that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.\nGround Lease and Related Documents\n\n36n\nReview the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.\nGround Lease and Related Documents\n\n36o\nReview the Ground Lease for provisions that impose any commercially unreasonable restrictions on\nGround Lease\n\nExhibit QQ-43\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nappointed by it having the right to hold and disburse\nsuch proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together\nwith any accrued interest;\n\n \n\n(K)            \nIn the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related\ninsurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially\ntotal loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment\nof the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and\n\n \n\n(L)             \nProvided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into\na new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy\nproceeding.\n\n \nsubletting in connection with the origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will be a Test pass.\n \n\n36p\nReview the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.\nGround Lease and Related Documents; Mortgage Loan Documents\n\n36q\nReview the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal\nGround Lease and Related Documents; Mortgage Loan Documents\n\nExhibit QQ-44\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nbalance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.\n \n\n36r\nReview the Ground Lease and Related Documents for provisions that, provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.\nGround Lease and Related Documents\n\n37. Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit loan programs.\n37\nReview the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material respects legal, or in accordance with customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n38. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit C to the applicable Mortgage Loan Purchase Agreement.\n38\nReview the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 38 does not\nMS Servicer Notices\n\nExhibit QQ-45\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \naddress or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit C to the applicable Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.\n \n\n39. Intentionally Omitted.\n39\nN/A\nN/A\n\n40. No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of the Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit C to the applicable Mortgage Loan Purchase Agreement. No person other than the holder of such\n40a\nReview the MS Servicer Notices for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.\nMS Servicer Notices\n\n40b\nReview the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.\nMS Servicer Notices\n\nExhibit QQ-46\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nMortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.\n \n \n \n\n41. Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.\n41\nReview the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that the Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.\nLexis/Nexis (or comparable) search; MS Servicer Notices\n\n42. Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross- collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the applicable Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan. An “Affiliate” for purposes of this representation and warranty 42 means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.\n42a\nReview the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.\nDiligence File\n\n42b\nReview the Diligence File for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the applicable Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an Affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.\nDiligence File\n\n43. Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain\n43a\nReview the Diligence File to determine if an ESA (as defined in representation and warranty 43) is included. If so, review the ESA for an indication that it was\nDiligence File; ESA\n\nExhibit QQ-47\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nMortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements, was conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated or contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related\n \nconducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.\n \n\n43b\nReview the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.\nESA\n\n43c\nReview the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts 43c-1 through 43c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.\nESA; Escrow Statements; Loan Documents; Diligence File\n\n \n1. Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.\nEscrow statements\n\n \n2. Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can\nESA\n\nExhibit QQ-48\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\nMortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P, Fitch Ratings, Inc. and/or A.M. Best; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.\n \nreasonably be expected to mitigate the identified risk.\n \n\n \n3. Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior to the date hereof, as evidenced by a no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further action is required.\nDiligence File\n\n \n4. Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P, Fitch Ratings, Inc. and/or A.M. Best.\nInsurance coverage review documents\n\n \n5. Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.\nDiligence File\n\n \n6. Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.\nDiligence File\n\n43d\nReview the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA. If no such notation\nMS Servicer Notices; ESA\n\nExhibit QQ-49\n\n \n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \nis found, it will be a Test pass.\n \n\n44. Intentionally Omitted.\n44\nN/A\nN/A\n\n45. Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) (A) is a Member of the Appraisal Institute, or (B) has a comparable professional designation and possesses the level of experience required to evaluate commercial real estate collateral, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.\n45a\nReview the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the Cut-off Date. If so determined, it will be a Test pass.\nAppraisal\n\n45b\n\nReview the appraisal to determine if it includes an appraiser’s\ncertification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged\nProperty or any loan made on the security of the Mortgaged\n\nProperty. If so determined, it will be a Test pass.\n\nAppraisal\n\n45c\nReview the appraisal to determine if it signed by an appraiser that (A) is a Member of the Appraisal Institute, or (B) has a comparable professional designation and possesses the level of experience required to evaluate commercial real estate collateral, that the Mortgage Loan Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and that the appraiser’s compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.\nAppraisal\n\n45d\nReview the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.\nAppraisal\n\nExhibit QQ-50\n\n \n\n46. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.\n46a\nReview the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents. If there are no such discrepancies, it will be a Test pass.\nMortgage Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report\n\n46b\nCompare the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they match. If there are no discrepancies, it will be a Test pass.\nMortgage Loan Schedule; Pooling and Servicing Agreement\n\n46. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.\n46a\nReview the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents. If there are no such discrepancies, it will be a Test pass.\nMortgage Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report\n\n46b\nCompare the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they match. If there are no discrepancies, it will be a Test pass.\nMortgage Loan Schedule; Pooling and Servicing Agreement\n\n47. Cross-Collateralization. No Mortgage Loan is cross- collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.\n47\nExcept with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage Loan is cross- collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.\nMortgage Loan Documents\n\nExhibit QQ-51\n\n \n\n48. Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date.\n48a\nReview the MS Servicer Notices for a notation or other indication that an advancement of funds (other than loan proceeds advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the related Mortgagor or an Affiliate, directly, indirectly for, or on account of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n48b\nReview the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to the Mortgagor under a Mortgage Loan, other than\nMortgage Loan Documents\n\n \n\n**Representations and Warranties**\n\n \n\n** **\n\n**Test**\n\n \n\n**Review Materials**\n\n \n \ncontributions made on or prior to the date hereof. If not so determined, it will be a Test pass.\n \n\n49. Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the U.S. Anti-Money Laundering Act of 2020 and the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.\n49\nReview the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the U.S. Anti-Money Laundering Act of 2020 and USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.\nMS Servicer Notices\n\n \n\n** **\n\n \n\n \n\nExhibit QQ-52\n\n \n\nEXHIBIT RR\n\nFORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR\n\nREQUESTING ACCESS TO SECURE DATA ROOM\n\nComputershare Trust Company, National Association\n\n9062 Old Annapolis Road\n\nColumbia, Maryland 21045-1951\n\nAttention: Corporate Trust Services (CMBS) – WFCM 2026-5C9\n\nEmail: CCTCMBSBondAdmin@computershare.com; trustadministrationgroup@computershare.com\n\nAttention:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nIn accordance with the requirements\nfor obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the\n“Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC,\nas Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate\nAdministrator, Deutsche Bank National Trust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations\nReviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:\n\n1.\nThe undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized representative of the Depositor][a designee of the Depositor].\n\n2.\nThe undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage Loans to which the Asset Review relates.\n\n3.\nThe undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations above remains true and correct.\n\n4.\n[The undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]6\n\n6\nRequired to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.\n\nEXH. RR-1\n\n \n\nBY ITS CERTIFICATION HEREOF,\nthe undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto\nby its duly authorized signatory, as of the date certified.\n\n[NAME OF PARTY],\n\nas [role]\n\nBy:\n\nName:\n\nTitle:\n\nDated:\n\n[Wells Fargo Commercial Mortgage Securities,\n\nInc., as Depositor]*\n\nBy:\n\nName:\n\nTitle:\n\nEXH. RR-2\n\n \n\nEXHIBIT SS\n\nFORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN]\n\n[CESSATION OF DELINQUENT LOAN]\n\n[CESSATION OF ASSET REVIEW TRIGGER]\n\n[Date]\n\nTrimont LLC\n\nCommercial Mortgage Servicing\n\nOne South\n\n101 South Tryon Street, Suite 1400\n\nCharlotte, North Carolina 28280\n\nAttention: WFCM 2026-5C9 Asset Manager\n\nEmail: commercial.servicing@trimont.com\n\n \n\nwith a copy to:\n\n \n\nTrimont LLC\n\nTwo Alliance Center\n\n3560 Lenox Rd NE, Suite 2200\n\nAtlanta, Georgia 30326\n\nAttention: Legal Department\n\nEmail: *Legaldepartment@trimont.com*\n\nPentalpha Surveillance LLC\n\n501 John James Audubon Parkway, Suite 401\n\nAmherst, New York 14228\n\nAttention: WFCM 2026-5C9—Transaction\n\nManager\n\nWith a copy sent via email to:\n\nnotices@pentalphasurveillance.com (with\n\nWFCM 2026-5C9 in the subject line)\n\nRialto Capital Advisors, LLC\n\n200 S. Biscayne Blvd., Suite 3550\n\nMiami, Florida 33131\n\nAttention: Liat Heller, Jeff Krasnoff, Niral Shah\n\nand Adam Singer\n\nFacsimile number: (305) 229-6425\n\nEmail: liat.heller@rialtocapital.com,\n\njeff.krasnoff@ rialtocapital.com,\n\nniral.shah@rialtocapital.com,\n\nadam.singer@rialtocapital.com\n \n\nAttention:\nWells Fargo Commercial Mortgage Trust 2026-5C9,\n\nCommercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nIn accordance with Section 12.01(a)\nof the Pooling and Servicing Agreement, dated and effective as of May 1, 2026 (the “Pooling and Servicing Agreement”),\namong Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Trimont LLC, as Master Servicer, Rialto Capital Advisors, LLC, as\nSpecial Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Deutsche Bank National Trust Company,\nas Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator\nhereby notifies you that as of [RELATED DISTRIBUTION DATE]:\n\nEXH. SS-1\n\n \n\n1.\n_____ An additional Mortgage Loan has become a Delinquent Loan.\n\n2.\n_____ A Mortgage Loan has ceased to be a Delinquent Loan.\n\n3.\n_____ An Asset Review Trigger has ceased to exist.\n\n(check all that apply)\n\nCapitalized terms used\nbut not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.\n\nComputershare Trust Company, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2026-5C9, Commercial Mortgage Pass-Through Certificates, Series 2026-5C9\n\nBy:\n\nName:\n\nTitle:\n\nEXH. SS-2\n\n \n\nEXHIBIT TT\n\n[RESERVED]\n\nEXH. TT-1\n\n \n\nSCHEDULE 1\n\nMORTGAGE LOANS WITH ADDITIONAL DEBT\n\n1.\nMall at Prince George’s\n\n2.\n535 & 545 5th Avenue\n\n3.\nDel Rey Campus\n\n4.\nMountain Industrial Portfolio\n\n5.\n1500 Post Oak Boulevard\n\n6.\nThe Towers at Cupertino City Center\n\n7.\nONX Industrial Campus\n\n8.\nKirby Industrial\n\n \n\nSCH. 1-1\n\nSCHEDULE 2\n\nMORTGAGE LOANS WITH ESCROWS OR RESERVES\n\nEXCEEDING 10% OF THE INITIAL PRINCIPAL BALANCE OF\n\nTHE MORTGAGE LOAN OR (IF APPLICABLE) WHOLE LOAN\n\n**Mortgage Loan Number**\n**Mortgage Loan**\n**Reserve Description**\n**Reserve Amount**\n\n19\nCourtyard by Marriott Collierville\nPIP Reserve\n$1,431,763\n\n \n\nSCH. 2-1"}