Servicing Agreement Sample Clauses

Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Initial Mortgage Loans identified on the [Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. THE BANK OF NEW YORK, as Trustee By: ------------------------------- Name: Title: EXHIBIT H [FORM OF] FINAL CERTIFICATION OF TRUSTEE [date] [Depositor] [Master Servicer] [Countrywide] ____________________ ____________________ Re: Pooling and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide Home Loans, Inc. ("Countrywide"), as a Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New York, as Trustee, Mortgage Pass-Through Certificates, Series 200_-_ ---------------------------------------------------------- Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as Trustee, hereby certifies that as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received:

Servicing Agreement. A Servicer Default shall have occurred and be continuing; or

Servicing Agreement. A Servicer Default shall have occurred and has not been cured as permitted under the Servicing Agreement; or

Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly requires otherwise.

Servicing Agreement. (a) The Issuer and the Indenture Trustee shall punctually perform and observe all of their respective obligations and agreements, if any, contained in the Servicing Agreement. In the event that a conflict exists between the provisions of this Section 3.15 and those of the Servicing Agreement, the terms of the Servicing Agreement shall control. (b) The Issuer shall enforce the obligations of the Master Servicer, the Special Servicer, the Indenture Trustee or the Fiscal Agent under the Servicing Agreement. (c) Upon any resignation or termination of the Master Servicer or the Special Servicer pursuant to the Servicing Agreement or any appointment of a successor to any such party pursuant to the Servicing Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor to the Master Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of the Servicing Agreement. (d) Not later than five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicer Event of Default under the Servicing Agreement, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds notice of such occurrence, unless such default shall have been remedied. At the direction of the Holders of Bonds representing at least 25% of the Voting Rights of the Bonds, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under the Servicing Agreement as and to the extent permitted thereby and shall, subject to Section 3.15(c) of this Indenture, succeed the defaulting party in whatever capacity it served under the Servicing Agreement. (e) The Issuer and the Indenture Trustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the Voting Rights of each Class of Bonds affected by a Servicer Event of Default (other than any Bonds owned directly or indirectly by the Master Servicer, the...

Servicing Agreement. The Servicer may resign from its obligations and duties hereunder if it finds a replacement servicer satisfying the eligibility criteria set forth in Section 6.2. No such resignation shall become effective until the replacement servicer shall have obtained the Issuer’s approval and appointment pursuant to Section 6.2.

Servicing Agreement. (a) The Servicer hereby acknowledges and agrees that the Subservicer will act as servicer of [each portfolio of][the] Program Receivables [owned by an SDART Issuing Entity][described on Annex A attached hereto and on any supplement to Annex A delivered after the date hereof as such is amended from time to time][described in the data tape labeled “[ ]” sent by the Servicer to the Subservicer on the date hereof ([the][each, a] “Program Portfolio”), and the Subservicer hereby agrees to act as servicer of such Program Portfolio to manage, service, collect, enforce, administer and provide the Services from and after [ ] (the “Program Effective Date”). [“SDART Issuing Entity” means each statutory trust for which Santander Drive Auto Receivables LLC (CIK #0001383094) acts as the depositor and which issues publicly registered asset-backed notes, including, for the avoidance of doubt, each such trust formed after the Program Effective Date.][For the avoidance of doubt, each new Annex A will supersede and replace any and all previously executed and delivered Annex A.] The Subservicer shall perform the Services and act hereunder [using the degree of skill and attention that the Subservicer exercises with respect to all comparable [motor vehicle receivables][motor vehicle leases][describe other type of assets] that it services for itself or others][insert standard of care] [and] that is consistent with its Customary Service Practices. The Subservicer’s duties with respect to each Program Portfolio shall include [managing, servicing, collecting, enforcing and administering under the terms and provisions of the Program Receivables] in connection with each Program Portfolio as required by the Servicing Agreement and this Program Portfolio Schedule and performing the other duties specified therein or herein. Subject to the provisions of Section 3.2 of the Servicing Agreement and its Customary Servicing Practices, the Subservicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such Services that it may reasonably deem necessary or desirable.

Servicing Agreement. The parties hereto agree that the servicing, administering and collection of the Pledged Timeshare Loans shall be conducted by the Servicer from time to time in accordance with the Servicing Agreement.

Servicing Agreement. Any written contract for the servicing of the Mortgage Loans to which the Trustee is either a party or a third party beneficiary. A list of the Servicing Agreements (including servicing acknowledgement agreements, if any) with respect to the Servicers as of the Closing Date is attached hereto as Exhibit H.