Common use of Subservicer Representations and Warranties Clause in Contracts

Subservicer Representations and Warranties. The Subservicer hereby makes the following representations and warranties for the benefit of the Capmark Master Servicer: (a) The Subservicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Ohio, and the Subservicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (b) The execution and delivery of this Agreement by the Subservicer and the performance and compliance with the terms of this Agreement by the Subservicer will not violate the Subservicer's organizational documents or constitute 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 instrument to which it is a party or which is applicable to it or any of its assets; (c) The Subservicer has the power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; (d) This Agreement, assuming due authorization, execution and delivery by the Capmark Master Servicer, constitutes a valid, legal and binding obligation of the Subservicer enforceable against the Subservicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (e) The Subservicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Subservicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Subservicer to perform its obligations under this Agreement or the financial condition of the Subservicer; (f) No litigation is pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer the outcome of which, in the Subservicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Subservicer from entering into this Agreement or materially and adversely affect the ability of the Subservicer to perform its obligations under this Agreement; (g) No consent, approval, authorization or order, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Subservicer with this Agreement or the consummation by the Subservicer of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Subservicer under this Agreement. (h) Since the origination of the Mortgage Loans, the Subservicer (in its capacity as interim servicer of the Mortgage Loans prior to the date hereof) has serviced the Mortgage Loans in accordance with their terms and in accordance with any interim servicing agreement applicable to such Mortgage Loans. (i) The Subservicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any securitization due to any act or failure to act on the part of the Subservicer. (j) The Subservicer has not been terminated as servicer or subservicer in a commercial mortgage loan securitization, due to a servicing default, an application of a servicing performance test or trigger, or a default in any of its Servicing duties. (k) No material noncompliance with the Servicing Criteria applicable to the Subservicer under any commercial mortgage loans securitizations has been disclosed or reported by the Subservicer. (l) There is no material risk that the effect on one or more aspects of Servicing resulting from the financial condition of the Sub-Servicer could have a material impact on the performance of the Mortgage Loans or the performance of the Certificates. (m) The Subservicer has not failed, in any other commercial mortgage loan securitization, to deliver to the related Capmark Master Servicer or depositor, in a timely, complete and accurate manner, (i) any disclosure of the type required to be delivered pursuant to Section 5.12(c) or (ii) any reports, certifications and other information of the type required to be delivered pursuant to clauses (i) through (v) of Section 5.12(c).

Subservicer Representations and Warranties. The Subservicer hereby makes the following representations and warranties for the benefit of the Capmark Master Servicer: (a) The Subservicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of OhioNorth Carolina, and the Subservicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (b) The execution and delivery of this Agreement by the Subservicer and the performance and compliance with the terms of this Agreement by the Subservicer will not violate the Subservicer's organizational documents or constitute 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 instrument to which it is a party or which is applicable to it or any of its assets; (c) The Subservicer has the power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; (d) This Agreement, assuming due authorization, execution and delivery by the Capmark Master Servicer, constitutes a valid, legal and binding obligation of the Subservicer enforceable against the Subservicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (e) The Subservicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Subservicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Subservicer to perform its obligations under this Agreement or the financial condition of the Subservicer; (f) No litigation is pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer the outcome of which, in the Subservicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Subservicer from entering into this Agreement or materially and adversely affect the ability of the Subservicer to perform its obligations under this Agreement; (g) No consent, approval, authorization or order, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Subservicer with this Agreement or the consummation by the Subservicer of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Subservicer under this Agreement. (h) Since the origination of the Mortgage Loans, the Subservicer (in its capacity as interim servicer of the Mortgage Loans prior to the date hereof) has serviced the Mortgage Loans in accordance with their terms and in accordance with any interim servicing agreement applicable to such Mortgage Loansterms. (i) The Subservicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any securitization due to any act or failure to act on the part of the Subservicer. (j) The Subservicer has not been terminated as servicer or subservicer in a commercial mortgage loan securitization, due to a servicing default, an application of a servicing performance test or trigger, or a default in any of its Servicing duties. (k) No material noncompliance with the Servicing Criteria applicable to the Subservicer under any commercial mortgage loans securitizations has been disclosed or reported by the Subservicer. (l) There is no material risk that the effect on one or more aspects of Servicing resulting from the financial condition of the Sub-Servicer could have a material impact on the performance of the Mortgage Loans or the performance of the Certificates. (m) The Subservicer has not failed, in any other commercial mortgage loan securitization, to deliver to the related Capmark Master Servicer or depositor, in a timely, complete and accurate manner, (i) any disclosure of the type required to be delivered pursuant to Section 5.12(c) or (ii) any reports, certifications and other information of the type required to be delivered pursuant to clauses (i) through (v) of Section 5.12(c).

Subservicer Representations and Warranties. The Subservicer hereby makes the following representations and warranties for the benefit of the Capmark Master Servicer: (a) The Subservicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Ohio, and the Subservicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (b) The execution and delivery of this Agreement by the Subservicer and the performance and compliance with the terms of this Agreement by the Subservicer will not violate the Subservicer's organizational documents or constitute 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 instrument to which it is a party or which is applicable to it or any of its assets; (c) The Subservicer has the power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; (d) This Agreement, assuming due authorization, execution and delivery by the Capmark Master Servicer, constitutes a valid, legal and binding obligation of the Subservicer enforceable against the Subservicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (e) The Subservicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Subservicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Subservicer to perform its obligations under this Agreement or the financial condition of the Subservicer; (f) No litigation is pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer the outcome of which, in the Subservicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Subservicer from entering into this Agreement or materially and adversely affect the ability of the Subservicer to perform its obligations under this Agreement; (g) No consent, approval, authorization or order, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Subservicer with this Agreement or the consummation by the Subservicer of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Subservicer under this Agreement. (h) Since the origination of the Mortgage Loans, the Subservicer (in its capacity as interim servicer of the Mortgage Loans prior to the date hereof) has serviced the Mortgage Loans in accordance with their terms and in accordance with any interim servicing agreement applicable to such Mortgage Loans. (i) The Subservicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any securitization due to any act or failure to act on the part of the Subservicer. (j) The Subservicer has not been terminated as servicer or subservicer in a commercial mortgage loan securitization, due to a servicing default, an application of a servicing performance test or trigger, or a default in any of its Servicing duties. (k) No material noncompliance with the Servicing Criteria applicable to the Subservicer under any commercial mortgage loans securitizations has been disclosed or reported by the Subservicer. (l) There is no material risk that the effect on one or more aspects of Servicing resulting from the financial condition of the Sub-Servicer could have a material impact on the performance of the Mortgage Loans or the performance of the Certificates. (m) The Subservicer has not failed, in any other commercial mortgage loan securitization, to deliver to the related Capmark Master Servicer master servicer or depositor, in a timely, complete and accurate manner, (i) any disclosure of the type required to be delivered pursuant to Section 5.12(c) or (ii) any reports, certifications and other information of the type required to be delivered pursuant to clauses (i) through (v) of Section 5.12(c).

Subservicer Representations and Warranties. The Subservicer hereby makes the following representations and warranties for the benefit of the Capmark Master Servicer: (a) The Subservicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State Commonwealth of OhioMassachusetts, and the Subservicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; (b) The execution and delivery of this Agreement by the Subservicer and the performance and compliance with the terms of this Agreement by the Subservicer will not violate the Subservicer'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 instrument to which it is a party or which is applicable to it or any of its assets; (c) The Subservicer has the power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; (d) This Agreement, assuming due authorization, execution and delivery by the Capmark Master Servicer, constitutes a valid, legal and binding obligation of the Subservicer enforceable against the Subservicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (e) The Subservicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Subservicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Subservicer to perform its obligations under this Agreement or the financial condition of the Subservicer; (f) No litigation is pending or, to the best of the Subservicer's knowledge, threatened against the Subservicer the outcome of which, in the Subservicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Subservicer from entering into this Agreement or materially and adversely affect the ability of the Subservicer to perform its obligations under this Agreement; (g) No consent, approval, authorization or order, registration or filing with or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Subservicer with this Agreement or the consummation by the Subservicer of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Subservicer under this Agreement.Agreement or the ability of the Trust Fund to realize on the Mortgage Loans; (h) Since The performance of the Services by the Subservicer are in the ordinary course of business of the Subservicer and the Subservicer possess all licenses, permits and other authorizations necessary to perform its duties hereunder. The Subservicer further represents that since the origination of the Mortgage Loans, the Subservicer (in its capacity as interim servicer of the Mortgage Loans prior to the date hereof) has serviced the Mortgage Loans in accordance with their terms and in accordance with any interim servicing agreement applicable to such Mortgage Loansterms. (i) The Subservicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any securitization due to any act or failure to act on the part of the Subservicer. (j) The Subservicer has not been terminated as servicer or subservicer in a commercial mortgage loan securitization, due to a servicing default, an application of a servicing performance test or trigger, or a default in any of its Servicing duties. (k) No material noncompliance with the Servicing Criteria applicable to the Subservicer under any commercial mortgage loans securitizations has been disclosed or reported by the Subservicer. (l) There is no material risk that the effect on one or more aspects of Servicing resulting from the financial condition of the Sub-Servicer could have a material impact on the performance of the Mortgage Loans or the performance of the Certificates. (m) The Subservicer has not failed, in any other commercial mortgage loan securitization, to deliver to the related Capmark Master Servicer or depositor, in a timely, complete and accurate manner, (i) any disclosure of the type required to be delivered pursuant to Section 5.12(c) or (ii) any reports, certifications and other information of the type required to be delivered pursuant to clauses (i) through (v) of Section 5.12(c).