Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as...
Filing Obligations. The Master Servicer, the Trustee and each Seller shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor's reporting requirements under the Exchange Act with respect to the Trust Fund. In addition to the information specified below, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee and each Seller shall (and the Master Servicer shall cause each Subservicer to) provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.
Filing Obligations. The Servicer, the Trustee and the Seller shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor's reporting requirements under the Exchange Act with respect to the Trust Fund. In addition to the information specified below, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Servicer, the Trustee and the Seller shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.
Filing Obligations. XI-1 SECTION 11.02. Form 10-D Filings.....................................................................XI-1 SECTION 11.03. Form 8-K Filings......................................................................XI-2 SECTION 11.04. Form 10-K Filings.....................................................................XI-2 SECTION 11.05. Sarbanes-Oxley Certification..........................................................XI-2 SECTION 11.06. Form 15 Filing........................................................................XI-3 SECTION 11.07. Report on Assessment of Compliance and Attestation....................................XI-3 SECTION 11.08. Use of Subservicers and Subcontractors................................................XI-4 SECTION 11.09. Amendments............................................................................XI-5 SECTION 11.10.
Filing Obligations. Section 11.04 Form 10-D Filings............................................ Section 11.05 Form 10-K Filings............................................ Section 11.06 Sarbanes-Oxley Certification................................. Section 10.00 Xxxx 0-X Filings............................................. Section 11.08 Form 15 Filing............................................... Section 11.09
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) [Reserved].
(c) [Reserved].
Filing Obligations. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Sub-Servicer shall (and the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Sub-Servicer, as applicable, shall (a) use commercially reasonable efforts to cause each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act.
Filing Obligations. 159 Section 11.02. Form 10-D Filings...........................................159 Section 11.03. Form 8-K Filings............................................160 Section 11.04. Form 10-K Filings...........................................160 Section 11.05. Sarbanes-Oxley Certification................................161 Sectxxx 00.00. Xxxm 15 Filing..............................................162 Section 11.07. Report on Assessment of Compliance and Attestation..........162 Section 11.08. Use of Subservicers and Subcontractors......................163 Section 11.09. Amendments..................................................164 ATTACHMENTS Exhibit A-1 Form of Initial Certification Exhibit A-2 Form of Interim Certification Exhibit A-3 Form of Final Certification Exhibit A-4 Form of Endorsement Exhibit B [Reserved] Exhibit C Form of Lost Note Affidavit Exhibit D Custodial Agreement Exhibit E Custodial Account Letter Agreement Exhibit F Escrow Account Letter Agreement Exhibit G-1 Form of Monthly Remittance Advice Exhibit G-1A Form of Monthly Remittance Advice Exhibit G-2 Standard Layout For Monthly Defaulted Loan Report Exhibit G-3 Form 332 Realized Loss Report Exhibit H-1 Form of Certification to be Provided to the Master Servicer by the Servicer/Trustee/Custodian Exhibit H-2 Form of Master Servicer Certification Exhibit I Item 1119 Party Schedule Exhibit J Form of Servicing Criteria to be Addressed in Assessment of Compliance Statement Exhibit K Form of [Class AF-5B] Policy [Exhibit L Form of Subsequent Transfer Agreement] Exhibit M Form of Sarbanes-Oxley Certification (Replacement of Master Xxxxxxxx) Schedule A..Mortgage Loan Schedule This SALE AND SERVICING AGREEMENT, dated as of _______, 200_ (the "Agreement" or the "Sale and Servicing Agreement"), is by and among ______ MORTGAGE INVESTMENT TRUST 200_-__, a Delaware statutory trust, as issuer (the "Issuer"), CWALT, INC., a Delaware corporation, as depositor (the "Depositor"), ____________________________________, as indenture trustee (the "Indenture Trustee"), ____________________, as trust administrator (the "Trust Administrator") and master servicer (the "Master Servicer"), _________________________, as servicer (the "Servicer"), and ____________________________, as seller (the "Seller").
Filing Obligations. 108 Section 11.02 Form 10-D Filings....................................................................108 Section 11.03 Form 8-K Filings.....................................................................109 Section 11.04 Form 10-K Filings....................................................................109 Section 11.05 Sarbanes-Oxley Certification.........................................................112 Section 11.06 Form 15 Filing.......................................................................112 Section 11.07 Report on Assessment of Compliance and Attestation...................................112 Section 11.08 Use of Subcontractors................................................................113 Section 11.09 Amendments...........................................................................114 SCHEDULES Schedule I: Mortgage Loan Schedule...................................................................S-I-1 Schedule II: Representations and Warranties of the Seller/Servicer...................................S-II-1 Schedule III: Representations and Warranties as to the Mortgage Loans................................S-III-1 Schedule IV: [Reserved]..............................................................................S-IV-1 EXHIBITS Exhibit A: Form of Senior Certificate (other than the Notional Amount Certificates)...................A-1 Exhibit B: Form of Subordinated Certificate...........................................................B-1 Exhibit C: Form of Class A-R Certificate..............................................................C-1 Exhibit D: Form of Notional Amount Certificate........................................................D-1 Exhibit E: Form of Reverse of Certificates............................................................E-1 Exhibit F: [Reserved].................................................................................F-1 Exhibit G-1: Form of Initial Certification of Trustee ................................................G-1-1 Exhibit G-2: Form of Delay Delivery Certification.....................................................G-2-1 Exhibit H: Form of Final Certification of Trustee.....................................................H-1 Exhibit I: Form of Transfer Affidavit.................................................................I-1 Exhibit J: Form of Transferor Certificate.............................................................J-1 Exhibit K: Form of Investment Letter (Non-Rule 144A...
Filing Obligations. The Master Servicer, the Indenture Trustee, the Owner Trustee, and each Seller shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor's reporting requirements under the Exchange Act with respect to the Trust. In addition to the information specified below, if so requested by the Depositor to satisfy its reporting obligation under the Exchange Act, the Master Servicer, the Indenture Trustee, the Owner Trustee, and each Seller shall (and the Master Servicer shall cause each subservicer to) provide the Depositor (a) with any information available to such person without unreasonable effort or expense and within the timeframe reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act, and (b) to the extent the Master Servicer, the Indenture Trustee, the Owner Trustee, or a Seller is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of the agreement or amendment in EDGAR-compatible form.
