Common use of Representations and Warranties of the Loan Specific Special Servicers Clause in Contracts

Representations and Warranties of the Loan Specific Special Servicers. (a) Each Loan Specific Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, or as of the date when it is appointed as Loan Specific Special Servicer hereunder, that: (i) Such Loan Specific Special Servicer is duly organized, validly existing and in good standing as a Delaware corporation, and such Loan Specific Special Servicer is in compliance with the laws of each State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of the related Mortgage Loan Group and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect such Loan Specific Special Servicer’s ability to perform its obligations under this Agreement. (ii) Such Loan Specific Special Servicer’s execution and delivery of, performance under and compliance with this Agreement will not violate such Loan Specific Special Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of such Loan Specific Special Servicer, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (iii) Such Loan Specific Special Servicer has the requisite power and authority to enter into and consummate all transactions involving such Loan Specific Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Loan Specific Special Servicer, enforceable against such Loan Specific Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) Such Loan Specific Special Servicer is not in violation of, and its execution and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in such Loan Specific Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Loan Specific Special Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement.

Representations and Warranties of the Loan Specific Special Servicers. (a) Each Loan Specific Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, or as of the date when it is appointed as Loan Loan-Specific Special Servicer hereunder, that: (i) Such Loan Specific Special Servicer is duly organized, validly existing and in good standing as a Delaware corporation, and such Loan Specific Special Servicer is in compliance with the laws of each State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of the related Mortgage Loan Group and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect such Loan Specific Special Servicer’s 's ability to perform its obligations under this Agreement. (ii) Such Loan Specific Special Servicer’s 's execution and delivery of, performance under and compliance with this Agreement will not violate such Loan Specific Special Servicer’s 's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of such Loan Specific Special Servicer, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (iii) Such Loan Specific Special Servicer has the requisite power and authority to enter into and consummate all transactions involving such Loan Specific Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Loan Specific Special Servicer, enforceable against such Loan Specific Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) Such Loan Specific Special Servicer is not in violation of, and its execution and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in such Loan Specific Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Loan Specific Special Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of such Loan Specific Special Servicer's knowledge, threatened against such Loan Specific Special Servicer that, if determined adversely to such Loan Specific Special Servicer, would prohibit such Loan Specific Special Servicer from entering into this Agreement or that, in such Loan Specific Special Servicer's good faith and reasonable judgment, is likely to materially and adversely affect the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (viii) Such Loan Specific Special Servicer has errors and omissions insurance in the amounts and the coverage required by Section 3.07(d). (b) The representations and warranties of each Loan Specific Special Servicer set forth in Section 2.08(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Loan Specific Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.08(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.08(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Loan Specific Special Servicers. (a) Each Loan Specific Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, or as of the date when it is appointed as Loan Specific Special Servicer hereunder, that: (i) Such Loan Specific Special Servicer is duly organized, validly existing and in good standing as a Delaware corporationan entity under the laws of the jurisdiction of its organization, and such Loan Specific Special Servicer is in compliance with the laws of each State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of the related Mortgage Loan Group and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect such Loan Specific Special Servicer’s 's ability to perform its obligations under this Agreement. (ii) Such Loan Specific Special Servicer’s 's execution and delivery of, performance under and compliance with this Agreement will not violate such Loan Specific Special Servicer’s 's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of such Loan Specific Special Servicer, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (iii) Such Loan Specific Special Servicer has the requisite power and authority to enter into and consummate all transactions involving such Loan Specific Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Loan Specific Special Servicer, enforceable against such Loan Specific Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) Such Loan Specific Special Servicer is not in violation of, and its execution and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in such Loan Specific Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Loan Specific Special Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of such Loan Specific Special Servicer's knowledge, threatened against such Loan Specific Special Servicer that, if determined adversely to such Loan Specific Special Servicer, would prohibit such Loan Specific Special Servicer from entering into this Agreement or that, in such Loan Specific Special Servicer's good faith and reasonable judgment, is likely to materially and adversely affect the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (viii) Such Loan Specific Special Servicer has errors and omissions insurance in the amounts and the coverage required by Section 3.07(d). (b) The representations and warranties of each Loan Specific Special Servicer set forth in Section 2.08(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Loan Specific Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.08(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.08(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Loan Specific Special Servicers. (a) Each Loan Specific Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, or as of the date when it is appointed as Loan Specific Special Servicer hereunder, that: (i) Such Loan Specific Special Servicer is duly organized, validly existing and in good standing as a Delaware corporation, and such Loan Specific Special Servicer is in compliance with the laws of each State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of the related Mortgage Loan Group and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect such Loan Specific Special Servicer’s 's ability to perform its obligations under this Agreement. (ii) Such Loan Specific Special Servicer’s 's execution and delivery of, performance under and compliance with this Agreement will not violate such Loan Specific Special Servicer’s 's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of such Loan Specific Special Servicer, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (iii) Such Loan Specific Special Servicer has the requisite power and authority to enter into and consummate all transactions involving such Loan Specific Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Loan Specific Special Servicer, enforceable against such Loan Specific Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) Such Loan Specific Special Servicer is not in violation of, and its execution and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in such Loan Specific Special Servicer’s 's good faith and reasonable judgment, is likely to affect materially and adversely the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Loan Specific Special Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of such Loan Specific Special Servicer's knowledge, threatened against such Loan Specific Special Servicer that, if determined adversely to such Loan Specific Special Servicer, would prohibit such Loan Specific Special Servicer from entering into this Agreement or that, in such Loan Specific Special Servicer's good faith and reasonable judgment, is likely to materially and adversely affect the ability of such Loan Specific Special Servicer to perform its obligations under this Agreement. (viii) Such Loan Specific Special Servicer has errors and omissions insurance in the amounts and the coverage required by Section 3.07(d). (b) The representations and warranties of each Loan Specific Special Servicer set forth in Section 2.08(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto. (c) Any successor Loan Specific Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.08(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.08(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.