Common use of Final Payment on the Notes Clause in Contracts

Final Payment on the Notes. If on any Determination Date the Administrator determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust other than the funds in the Collection Account, the Administrator shall promptly send a final payment notice to each Securityholder. If the Residual Holder elects to terminate the Trust pursuant to clause (a)(i) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Securityholders, the Residual Holder shall notify the Depositor, the Indenture Trustee and the Administrator of the date the Residual Holder intends to terminate the Trust and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust, specifying the Payment Date on which Securityholders may surrender their Securities for payment of the final payment and cancellation, shall be given promptly by the Administrator by letter to Securityholders and the Swap Counterparty, mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final payment. Any such notice shall specify (a) the Payment Date upon which final payment on the Securities will be made upon presentation and surrender of Securities at the office therein designated, (b) the amount of such final payment, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Securities at the office therein specified. The Administrator will give such notice to each Rating Agency at the time such notice is given to Securityholders. In the event such notice is given, the Administrator shall reimburse the Master Servicer and the Servicer (or subservicer) for any amounts to be reimbursed to the Master Servicer or the Servicer (or subservicer) pursuant to this Agreement from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Note Payment Account. The Administrator shall cause all remaining funds in the Collection Account to be remitted to the Administrator for deposit in the Note Payment Account on the Business Day prior to the applicable Payment Date in an amount equal to the sum of the final payment in respect of the Securities and any Swap Termination Payment owed to the Swap Counterparty (to the extent not paid on previous Payment Dates). Upon such final deposit with respect to the Trust and the receipt by the Custodian of a Request for Release therefor, the Custodian shall promptly release to the Residual Holder or the Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Securities, the Administrator shall cause to be paid to the Noteholders of each Class and to the Certificate Distribution Account for application as provided in the Trust Agreement, in each case in the order set forth in Section 4.2 hereof, on the final Payment Date, and in the case of the Noteholders, in proportion to their respective Percentage Interests, with respect to Noteholders of the same Class, an amount equal to (i) as to each Class of Notes, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Amount, if applicable) in the case of an interest bearing Note, and (ii) as to the Certificate Distribution Account, the amount, if any, which remains on deposit in the Note Payment Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Securityholders shall not surrender Securities for cancellation within six months after the date specified in the above-mentioned written notice, the Administrator shall give a second written notice to the remaining Securityholders to surrender their Securities for cancellation and receive the final payment with respect thereto. If within six months after the second notice all the applicable Securities shall not have been surrendered for cancellation, the Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Securityholders concerning surrender of their Securities, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust. If within one year after the second notice all Securities shall not have been surrendered for cancellation, the Residual Holder shall be entitled to all unclaimed funds and other assets held for payment to such Securityholders, which remain subject hereto.

Final Payment on the Notes. If on any Determination Date the Administrator determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust other than the funds in the Collection Account, the Administrator shall promptly send a final payment notice to each Securityholder. If the Residual Holder elects to terminate the Trust pursuant to clause (a)(i) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Securityholders, the Residual Holder shall notify the Depositor, the Indenture Trustee and the Administrator of the date the Residual Holder intends to terminate the Trust and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust, specifying the Payment Date on which Securityholders may surrender their Securities for payment of the final payment and cancellation, shall be given promptly by the Administrator by letter to Securityholders and the Swap Counterparty, mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final payment. Any such notice shall specify (a) the Payment Date upon which final payment on the Securities will be made upon presentation and surrender of Securities at the office therein designated, (b) the amount of such final payment, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Securities at the office therein specified. The Administrator will give such notice to each Rating Agency at the time such notice is given to Securityholders. In the event such notice is given, the Administrator shall reimburse the Master Servicer and the Servicer (or subservicer) for any amounts to be reimbursed to the Master Servicer or the Servicer (or subservicer) pursuant to this Agreement from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Note Payment Account. The Administrator shall cause all remaining funds in the Collection Account to be remitted to the Administrator for deposit in the Note Payment Account on the Business Day prior to the applicable Payment Date in an amount equal to the sum of the final payment in respect of the Securities and any Swap Termination Payment owed to the Swap Counterparty (to the extent not paid on previous Payment Dates). Upon such final deposit with respect to the Trust and the receipt by the Custodian of a Request for Release therefor, the Custodian shall promptly release to the Residual Holder or the Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Securities, the Administrator shall cause to be paid to the Noteholders of each Class and to the Certificate Distribution Account for application as provided in the Trust Agreement, in each case in the order set forth in Section 4.2 hereof, on the final Payment Date, and in the case of the Noteholders, in proportion to their respective Percentage Interests, with respect to Noteholders of the same Class, an amount equal to (i) as to each Class of Notes, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Amount, if applicable) in the case of an interest bearing Note, and (ii) as to the Certificate Distribution Account, the amount, if any, which remains on deposit in the Note Payment Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Securityholders shall not surrender Securities for cancellation within six months after the date specified in the above-mentioned written notice, the Administrator shall give a second written notice to the remaining Securityholders to surrender their Securities for cancellation and receive the final payment with respect thereto. If within six months after the second notice all the applicable Securities shall not have been surrendered for cancellation, the Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Securityholders concerning surrender of their Securities, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust. If within one year after the second notice all Securities shall not have been surrendered for cancellation, the Residual Holder shall be entitled to all unclaimed funds and other assets held for payment to such Securityholders, which remain subject hereto.

Final Payment on the Notes. If on any Determination Date the Administrator determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust other than the funds in the Collection Account, the Administrator shall promptly send a final payment notice to each Securityholder. If the Residual Holder elects to terminate the Trust pursuant to clause (a)(i) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Securityholders, the Residual Holder shall notify the Depositor, the Indenture Trustee and the Administrator of the date the Residual Holder intends to terminate the Trust and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust, specifying the Payment Date on which Securityholders may surrender their Securities for payment of the final payment and cancellation, shall be given promptly by the Administrator by letter to Securityholders Securityholders, the Indenture Trustee and the Swap Counterparty, mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final payment. Any such notice shall specify (a) the Payment Date upon which final payment on the Securities will be made upon presentation and surrender of Securities at the office therein designated, (b) the amount of such final payment, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Securities at the office therein specified. The Administrator will give such notice to each Rating Agency at the time such notice is given to Securityholders. In the event such notice is given, the Administrator shall reimburse the Indenture Trustee, the Custodian, the Master Servicer and the Servicer (or subservicerSubservicer) for any amounts to be reimbursed to the Indenture Trustee, the Custodian, the Master Servicer or the Servicer (or subservicerSubservicer) pursuant to this Agreement from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Note Payment Account. The Administrator shall cause all remaining funds in the Collection Account to be remitted to the Administrator for deposit in the Note Payment Account on the Business Day prior to the applicable Payment Date in an amount equal to the sum of the final payment in respect of the Securities and any Swap Termination Payment owed to the Swap Counterparty (to the extent not paid on previous Payment Dates). Upon such final deposit with respect to the Trust and the receipt by the Custodian of a Request for Release therefor, the Custodian shall promptly release to the Residual Holder or the Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Securities, the Administrator shall cause to be paid to the Noteholders of each Class and to the Certificate Distribution Account for application as provided in the Trust Agreement, in each case in the order set forth in Section 4.2 hereof, on the final Payment Date, and in the case of the Noteholders, in proportion to their respective Percentage Interests, with respect to Noteholders of the same Class, an amount equal to (i) as to each Class of Notes, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Amount, if applicable) in the case of an interest bearing Note, and (ii) as to the Certificate Distribution Account, the amount, if any, which remains on deposit in the Note Payment Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Securityholders shall not surrender Securities for cancellation within six months after the date specified in the above-mentioned written notice, the Administrator shall give a second written notice to the remaining Securityholders to surrender their Securities for cancellation and receive the final payment with respect thereto. If within six months after the second notice all the applicable Securities shall not have been surrendered for cancellation, the Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Securityholders concerning surrender of their Securities, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust. If within one year after the second notice all Securities shall not have been surrendered for cancellation, the Residual Holder shall be entitled to all unclaimed funds and other assets held for payment to such Securityholders, which remain subject hereto.

Final Payment on the Notes. If on any Determination Date the Administrator determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust other than the funds in the Collection Account, the Administrator shall promptly send a final payment notice to each Securityholder. If the Residual Holder elects to terminate the Trust pursuant to clause (a)(i) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Securityholders, the Residual Holder shall notify the Depositor, the Indenture Trustee and the Administrator of the date the Residual Holder intends to terminate the Trust and of the applicable repurchase price of the Mortgage Loans and REO Properties. 118 Notice of any termination of the Trust, specifying the Payment Date on which Securityholders may surrender their Securities for payment of the final payment and cancellation, shall be given promptly by the Administrator by letter to Securityholders and the Swap Counterparty, mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final payment. Any such notice shall specify (a) the Payment Date upon which final payment on the Securities will be made upon presentation and surrender of Securities at the office therein designated, (b) the amount of such final payment, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Securities at the office therein specified. The Administrator will give such notice to each Rating Agency at the time such notice is given to Securityholders. In the event such notice is given, the Administrator shall reimburse the Master Servicer and the Servicer (or subservicer) for any amounts to be reimbursed to the Master Servicer or the Servicer (or subservicer) pursuant to this Agreement from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Note Payment Account. The Administrator shall cause all remaining funds in the Collection Account to be remitted to the Administrator for deposit in the Note Payment Account on the Business Day prior to the applicable Payment Date in an amount equal to the sum of the final payment in respect of the Securities and any Swap Termination Payment owed to the Swap Counterparty (to the extent not paid on previous Payment Dates). Upon such final deposit with respect to the Trust and the receipt by the Custodian of a Request for Release therefor, the Custodian shall promptly release to the Residual Holder or the Servicer, as applicable, the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Securities, the Administrator shall cause to be paid to the Noteholders of each Class and to the Certificate Distribution Account for application as provided in the Trust Agreement, in each case in the order set forth in Section 4.2 hereof, on the final Payment Date, and in the case of the Noteholders, in proportion to their respective Percentage Interests, with respect to Noteholders of the same Class, an amount equal to (i) as to each Class of Notes, the Class Principal Balance thereof plus accrued interest thereon (or on their Class Notional Amount, if applicable) in the case of an interest bearing Note, and (ii) as to the Certificate Distribution Account, the amount, if any, which remains on deposit in the Note Payment Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Securityholders shall not surrender Securities for cancellation within six months after the date specified in the above-mentioned written notice, the Administrator shall give a second written notice to the remaining Securityholders to surrender their Securities for cancellation and receive the final payment with respect thereto. If within six months after the second notice all the applicable Securities shall not have been surrendered for cancellation, the Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Securityholders concerning surrender of their Securities, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust. If within one year after the second notice all Securities shall not have been surrendered for cancellation, the Residual Holder shall be entitled to all unclaimed funds and other assets held for payment to such Securityholders, which remain subject hereto.. 119