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 G-2 [FORM OF] DELAY DELIVERY CERTIFICATION (SUPPLEMENTAL MORTGAGE LOANS) [date] [Depositor] [Master Servicer] [Countrywide] Re: Pooling and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., 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 20__-__ and the Supplemental Transfer Agreement dated as of [month] ____, 200_ among CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, and The Bank of New York, as Trustee ----------------- Gentlemen: Reference is made to the Initial Certification of Trustee relating to the above-referenced series, with the schedule of exceptions attached thereto (the "Schedule A"), delivered by the undersigned, as Trustee, on [month] __, 200_ (such date being the related "Supplemental Transfer Date" in accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"). The undersigned hereby certifies that, as to each Delay Delivery Supplemental Mortgage Loan listed on Schedule A attached hereto (other than any Supplemental Mortgage Loan paid in full or listed on Schedule B attached hereto) it has received:
Servicing Agreement. A Servicer Default shall have occurred and be continuing; or
Servicing Agreement. If there is a Servicer of the Purchased Mortgage Loans, Seller shall enter into a Servicing Agreement with the Servicer on behalf of Buyer, which such Servicing Agreement shall be on terms agreed to by Buyer, and which shall include, at a minimum, (i) a recognition by the Servicer of Buyer’s interests and rights to the Purchased Mortgage Loans as provided under this Agreement, including, without limitation, Buyer’s ownership of the servicing rights related to the Purchased Mortgage Loans; (ii) an obligation for the Servicer to subservice the Purchased Mortgage Loans consistent with the degree of skill and care that the Servicer customarily requires with respect to similar Mortgage Loans owned or managed by it but in no event no less than in accordance with Accepted Servicing Practices; (iii) an obligation to comply with all applicable federal, state and local laws and regulations; (iv) an obligation to maintain all state and federal licenses necessary for it to perform its subservicing responsibilities; (v) an obligation not to impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereto and (vi) an obligation to collect all sums payable in respect of the Purchased Mortgage Loans on behalf of Buyer, in trust, in segregated custodial accounts. Further, such Servicing Agreement shall contain express reporting requirements and other rights to allow Buyer to inspect the records of the Servicer with respect to the Purchased Mortgage Loans. Buyer may terminate the subservicing of any Purchased Mortgage Loan with the then existing Servicer in accordance with either Section 6.2(f) or Section 6.2(m).
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 Servicer Default shall have occurred and has not been cured as permitted under the Servicing Agreement; or
Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell the Non-Lead Securitization Note together with the Lead Securitization Note in the manner set forth in the Lead Securitization Agreement. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan without the written consent of the Non-Controlling Note Holder ( provided that such consent is not required if the Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Controlling Note Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by the Non-Controlling Note Holder that are material to the price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to the other offerors and the Lead Securitization Subordinate Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by and Servicer in connection with the proposed sale; provided, that such Non-Controlling Note Holder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower. The Non-Lead Securitization Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and its pro...
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 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: XXXXXXX X-0 [RESERVED] EXHIBIT I TRANSFER AFFIDAVIT CWMBS, Inc. Mortgage Pass-Through Certificates Series 200_-_ STATE OF ) ) ss.: COUNTY OF ) The undersigned, being first duly sworn, deposes and says as follows:
Servicing Agreement. The Servicer and the Assignor represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 is a true, accurate and complete copy of the Servicing Agreement, (ii) the Servicing Agreement is in full force and effect as of the date hereof, (iii) the Servicing Agreement has not been amended or modified in any respect not disclosed to the Assignee and (iv) no notice of termination has been given to the Servicer under the Servicing Agreement. The Servicer further represents and warrants that the representations contained in Article VII of the Servicing Agreement are true and correct on and as of _______, 20__.
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.
Servicing Agreement. The Custodian on behalf of the Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File of any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. The Custodian on behalf of the Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit of the Certificateholders a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular Interests. Capitalized words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement. Wxxxx Fargo Bank, National Association, as Custodian By: Name: Title: SCHEDULE OF EXCEPTIONS EXHIBIT B-2 FORM OF FINAL CERTIFICATION __________, 2013 Mxxxxx Sxxxxxx Capital I Inc. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx and Kxxxxxx Xxxxx Xxxxxx Sxxxxxx Mortgage Capital Holdings LLC 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx and Kxxxxxx Xxxxx Bank of America, National Association Bank of America Tower Oxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Dxxxx X. Xxxxxxx W. Txxx Xxxxxxxxxx, Esq. Assistant General Counsel Bank of America Corporation 200 Xxxxx Xxxxx Xxxxxx, 20th Floor NC1-027-20-05 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Hxxxx X. XxXxxx, Esq. Cxxxxxxxxx, Wxxxxxxxxx & Txxx LLP 200 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Midland Loan Services, a Division of PNC Bank, National Association 10000 Xxxxxx Xxxxxx, Suite 700 Overland Park, Kansas 66210 Attention: Executive Vice President – Division Head Wxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 Eightfold Real Estate Capital Fund III, L.P. 1000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Mxxxxxx X. Xxxxxxx CIBC Inc., c/o Canadian Imperial Bank of Commerce, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Txxx Xxxx, Managing Director Re: Pooling and Servicing Agreement (“Pooling and Servicing Agreement”...
