Common use of CLEAN-UP CALL TERMINATION Clause in Contracts

CLEAN-UP CALL TERMINATION. (a) On any Remittance Date on or after the Initial Clean-Up Call Date, either the Owners of a majority in Percentage Interest of the Class R Certificates (the "Redeeming Owners") or the Master Servicer, acting directly or through one or more of their respective affiliates or, if the Redeeming Owners or the Master Servicer or their affiliates do not so elect after having given notice to the Certificate Insurer, the Certificate Insurer (the Redeeming Owners, the Master Servicer or its affiliates, or the Certificate Insurer, the "Redeeming Party"), 101 103 may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans in the Trust Estate and all property theretofore acquired in respect of any such Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (v) the greater of (i) 100% of the aggregate Loan Balances of all of the Mortgage Loans as of the day of purchase minus the amount actually remitted by the Master Servicer representing the related Monthly Principal Remittance Amount on such Remittance Date for the related Remittance Period and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) if the Master Servicer is the Redeeming Party, the amount of any difference between the related Monthly Interest Remittance Amount actually remitted by the Master Servicer on such Remittance Date and the related Monthly Interest Remittance Amount due on such Remittance Date, (x) the related Reimbursement Amount, if any, and (y) if the Master Servicer is the Redeeming Party, the aggregate amount of any Delinquency Advances and Servicing Advances remaining unreimbursed, together with any accrued and unpaid Servicing Fees, as of such Remittance Date (such amount, the "Termination Price"). In connection with such purchase, the Redeeming Party shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. Notwithstanding the foregoing, the Redeeming Party may not terminate the Trust pursuant to this Section 9.2 without the consent of the Certificate Insurer, if termination would result in a draw on the Certificate Insurance Policy.

CLEAN-UP CALL TERMINATION. (a) On any Remittance Date on or after the Initial Clean-Up Call Date, either the Owners of a majority in Percentage Interest of the Class R Certificates Master Servicer or any Master Servicer Affiliate (the "Redeeming Owners") or the Master Servicer, acting directly or through one or more of their respective affiliates or, if the Redeeming Owners or the Master Servicer or their affiliates do not so elect after having given notice to the Certificate Insurer, the Certificate Insurer (the Redeeming Owners, the any Master Servicer or its affiliates, or the Certificate InsurerAffiliate, the "Redeeming Party"), 101 103 ) may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans in the Trust Estate and all property theretofore acquired in respect of any such Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (v) the greater of (i) 100% of the aggregate Loan Balances of all of the Mortgage Loans as of the day of purchase minus the amount actually remitted by the Master Servicer representing the related Monthly Group I Principal Remittance Amount and Group II Principal Remittance Amount on such Remittance Date for the related Remittance Period and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) if the Master Servicer is the Redeeming Party, the amount of any difference between the related Monthly Group I Interest Remittance Amount and Group II Interest Remittance Amount actually remitted by the Master Servicer on such Remittance Date and the related Monthly Interest Remittance Amount amount due on such Remittance Date, (x) the related Reimbursement Amount, if any, and (y) if the Master Servicer is the Redeeming Party, the aggregate amount of any Delinquency Advances and Servicing Advances remaining unreimbursed, together with any accrued and unpaid Servicing Fees, as of such Remittance Date (such amount, the "Termination Price"); provided, that the Certificate Insurer must consent to any such purchase if it would result in a draw on the Certificate Insurance Policy. In connection with such purchase, the Redeeming Party shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. Notwithstanding the foregoing, the Redeeming Party may not terminate the Trust 105 112 pursuant to this Section 9.2 9.02 without the consent of the Certificate Insurer, if termination would result in a draw on the Certificate Insurance Policy.

CLEAN-UP CALL TERMINATION. (a) On any Remittance Date on or after the Initial Clean-Up Call Date, either the Owners of a majority in Percentage Interest of the Class R Certificates Master Servicer or any Master Servicer Affiliate (the "Redeeming Owners") or the Master Servicer, acting directly or through one or more of their respective affiliates or, if the Redeeming Owners or the Master Servicer or their affiliates do not so elect after having given notice to the Certificate Insurer, the Certificate Insurer (the Redeeming Owners, the any Master Servicer or its affiliates, or the Certificate InsurerAffiliate, the "Redeeming Party"), 101 103 ) may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans in the Trust Estate and all property theretofore acquired in respect of any such Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (v) the greater of (i) 100% of the aggregate Loan Balances of all of the Mortgage Loans as of the day of purchase minus the amount actually remitted by the Master Servicer representing the related Monthly Principal Remittance Amount on such Remittance Date for the related Remittance Period and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) if the Master Servicer is the Redeeming Party, the amount of any 90 97 difference between the related Monthly Interest Remittance Amount actually remitted by the Master Servicer on such Remittance Date and the related Monthly Interest Remittance Amount amount due on such Remittance Date, (x) the related Reimbursement Amount, if any, and (y) if the Master Servicer is the Redeeming Party, the aggregate amount of any Delinquency Advances and Servicing Advances remaining unreimbursed, together with any accrued and unpaid Servicing Fees, as of such Remittance Date (such amount, the "Termination Price"); provided, that the Certificate Insurer must consent to any such purchase if it would result in a draw on the Certificate Insurance Policy. In connection with such purchase, the Redeeming Party shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. Notwithstanding the foregoing, the Redeeming Party may not terminate the Trust pursuant to this Section 9.2 9.02 without the consent of the Certificate Insurer, if termination would result in a draw on the Certificate Insurance Policy.

CLEAN-UP CALL TERMINATION. (a) On any Remittance Date on or after the Initial Clean-Up Call Date, either the Owners of a majority in Percentage Interest of the Class R Certificates Master Servicer or any Master Servicer Affiliate (the "Redeeming Owners") or the Master Servicer, acting directly or through one or more of their respective affiliates or, if the Redeeming Owners or the Master Servicer or their affiliates do not so elect after having given notice to the Certificate Insurer, the Certificate Insurer (the Redeeming Owners, the any Master Servicer or its affiliates, or the Certificate InsurerAffiliate, the "Redeeming Party"), 101 103 ) may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans in the Trust Estate and all property theretofore acquired in respect of any such Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (v) the greater of (i) 100% of the aggregate Loan Balances of all of the Mortgage Loans as of the day of purchase minus the amount actually remitted by the Master Servicer representing the related Monthly Group I Principal Remittance Amount and Group II Principal Remittance Amount on such Remittance Date for the related Remittance Period and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) if the Master Servicer is the Redeeming Party, the amount of any difference between the related Monthly Group I Interest Remittance Amount and Group II Principal Remittance Amount actually remitted by the Master Servicer on such Remittance Date and the related Monthly Interest Remittance Amount due on such Remittance Date, (x) the related Reimbursement Amount, if any, and (y) if the Master Servicer is the Redeeming Party, the aggregate amount of any Delinquency Advances and Servicing Advances remaining unreimbursed, together with any accrued and unpaid Servicing Fees, as of such Remittance Date (such amount, the "Termination Price"). In connection with such purchase, the Redeeming Party shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. Notwithstanding the foregoing, the Redeeming Party may not terminate the Trust pursuant to this Section 9.2 without the consent of the Certificate Insurer, if termination would result in a draw on the Certificate Insurance Policy.

CLEAN-UP CALL TERMINATION. (a) On any Remittance Date on or after the Initial Clean-Up Call Date, either the Owners of a majority in Percentage Interest of the Class R Certificates Master Servicer or any Master Servicer Affiliate (the "Redeeming Owners") or the Master Servicer, acting directly or through one or more of their respective affiliates or, if the Redeeming Owners or the Master Servicer or their affiliates do not so elect after having given notice to the Certificate Insurer, the Certificate Insurer (the Redeeming Owners, the any Master Servicer or its affiliates, or the Certificate InsurerAffiliate, the "Redeeming Party"), 101 103 ) may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans in the Trust Estate and all property theretofore acquired in respect of any such Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (v) the greater of (i) 100% of the aggregate Loan Balances of all of the Mortgage Loans as of the day of purchase minus the amount actually remitted by the Master Servicer representing the related Monthly Principal Remittance Amount on such Remittance Date for the related Remittance Period and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (w) if the Master Servicer is the Redeeming Party, the amount of any difference between the related Monthly Interest Remittance Amount actually remitted by the Master Servicer on such Remittance Date and the related Monthly Interest Remittance Amount due on such Remittance Date, (x) the related Reimbursement Amount, if any, and (y) if the Master Servicer is the Redeeming Party, the aggregate amount of any Delinquency Advances and Servicing Advances remaining unreimbursed, together with any accrued and unpaid Servicing Fees, as of such Remittance Date (such amount, the "Termination Price"). In connection with such purchase, the Redeeming Party shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. Notwithstanding the foregoing, the Redeeming Party may not terminate the Trust pursuant to this Section 9.2 without the consent of the Certificate Insurer, if termination would result in a draw on the Certificate Insurance Policy.