Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans..............................................................99
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each Mortgage Loan or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance (net of any unreimbursed Advances attributable to principal) on the day of repurchase plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) to, but not including, the first day of the month in which such repurchase price is distributed, provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedx, xxx xxxx xxxxssador of the United States to the Court of St. James, living xx xxe date hereof and provided further that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any portion of any REMIC formed under the Series Supplement as a REMIC. 91 The right of the Master Servicer to purchase all the assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribu...
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans...103 Section 9.02
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans....................99 Section 9.02. Additional Termination Requirements.............................103 Section 9.03. Termination of Multiple REMICs..................................104 ARTICLE X REMIC PROVISIONS...........................................................104 Section 10.01. REMIC Administration............................................104 Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.................................................107 Section 10.03. Designation of REMIC(s).........................................108 ARTICLE XI MISCELLANEOUS PROVISIONS...................................................108 Section 11.01. Amendment.......................................................108 Section 11.02. Recordation of Agreement; Counterparts..........................111 Section 11.03. Limitation on Rights of Certificateholders......................111 Section 11.04. Governing Law...................................................112 Section 11.05. Notices.........................................................112 Section 11.06. Required Notices to Rating Agency and Subservicer...............112 Section 11.07. Severability of Provisions......................................113 Section 11.08. Supplemental Provisions for Resecuritization....................113 Section 11.09. Allocation of Voting Rights.....................................114 ARTICLE XII COMPLIANCE WITH REGULATION AB..............................................114 Section 12.01. Intent of Parties; Reasonableness...............................114 Section 12.02. Additional Representations and Warranties of the Trustee........114 Section 12.03. Information to be Provided by the Trustee.......................115 Section 12.04. Report on Assessment of Compliance and Attestation..............116 Section 12.05. Indemnification; Remedies.......................................116 TABLE OF CONTENTS (continued) EXHIBITS Exhibit A: Form of Class A Certificate Exhibit B: Form of Class M Certificate Exhibit C: Form of Class B Certificate Exhibit D: Form of Class R Certificate Exhibit E: Form of Seller/Servicer Contract Exhibit F: Forms of Request for Release Exhibit G-1: Form of Transfer Affidavit and Agreement Exhibit G-2: Form of Transferor Certificate Exhibit H: Form of Investor Representation Letter Exhibit I: Form of Transferor Representation Lette...
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans...............................................................-37- Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms)..............................................................-38- Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms)..............................................................-38- ARTICLE X
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.
(a) (See Section 9.01(a) of the Standard Terms).
(b) (See Section 9.01(b) of the Standard Terms).
(c) (See Section 9.01(c) of the Standard Terms).
(d) (See Section 9.01(d) of the Standard Terms).
(e) Upon termination of the Trust Fund pursuant to this Section 9.01, the Trustee on behalf of the Trust Fund shall, under documents prepared by the Master Servicer or Holders of the Class A-4 Certificates, assign without recourse, representation or warranty all the right, title and interest of the Trustee and the Trust Fund in and to the Yield Maintenance Agreement to Citigroup Global Markets Inc.
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans (a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.
(a) (See Section 9.01(a) of the Standard Terms)
(b) (See Section 9.01(b) of the Standard Terms)
(c) (See Section 9.01(c) of the Standard Terms)
(d) (See Section 9.01(d) of the Standard Terms)
(e) (See Section 9.01(e) of the Standard Terms)
(f) (See Section 9.01(f) of the Standard Terms)
(g) Upon termination of the Trust Fund pursuant to this Section 9.01, the Trustee on behalf of the Trust Fund shall, under documents prepared by the Master Servicer or Holders of the Class A-8 Certificates, assign without recourse, representation or warranty all the right, title and interest of the Trustee and the Trust Fund in and to the Yield Maintenance Agreement to Greenwich Capital Markets, Inc.
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.
(a) (See Section 9.01(a) of the Standard Terms)
(b) (See Section 9.01(b) of the Standard Terms)
(c) (See Section 9.01(c) of the Standard Terms)
(d) (See Section 9.01(d) of the Standard Terms)
(e) (See Section 9.01(e) of the Standard Terms)
(f) (See Section 9.01(f) of the Standard Terms)
(g) Upon termination of the Trust Fund pursuant to this Section 9.01, the Trustee on behalf of the Trust Fund shall, under documents prepared by the Master Servicer or Holders of the Class A-11 Certificates, assign without recourse, representation or warranty all the right, title and interest of the Trustee and the Trust Fund in and to the Yield Maintenance Agreement to BNP Paribas Securities Corp.
Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans 60 Section 9.02 Additional Termination Requirements 63 Section 9.03 Termination of Multiple REMICs 63 ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration 64 Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification 64 Section 10.03 Designation of REMICs 64 Section 10.04 Distributions on the Uncertificated REMIC I and REMIC II Regular Interests 65 Section 10.05 Compliance with Withholding Requirements 67 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment 68 Section 11.02 Recordation of Agreement; Counterparts 68 Section 11.03 Limitation on Rights of Certificateholders 68 Section 11.04 Governing Law 68 Section 11.05 Notices 68 Section 11.06 Required Notices to Rating Agency and Subservicer 69 Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms) 69
