Common use of Optional Purchase of Certificates Clause in Contracts

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (Residential Asst Mort Prod Gmacm Mt Ps THR Certs Ser 2003-J9), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

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Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account (for which funds will be held uninvested) for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and shall have no further responsibility therefor and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Ar5), Pooling and Servicing Agreement (GMACM Mortgage Loan Trust 2006-J1), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretothereto and any Prepayment Interest Shortfalls allocated to the Insured Certificates to the extent covered by the Insured Reserve Fund or an Insured Payment. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Mort Product Gmacm Loan Ser 2003-Ar1), Pooling and Servicing Agreement (Residential Asset Mort Pro Inc Gmacm Mo Pa Th Ce Se 03 Ar2), Pooling and Servicing Agreement (GMACM Mortgage Loan Trust 2005-Aa1)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 15 days' prior written notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution and not later than the Determination Date relating to such final distribution specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (GMACM Mortgage Pass-Through Certificates, Series 2004-J6), Pooling and Servicing Agreement (GMACM Mortgage Pass-Through Certificates, Series 2004-J4), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the CutClass A, Class M-1, Class M-2, Class R-1 and Class R-2 Certificates (but not the Class B-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightIO Certificates) are subject to purchase by Xxxxxxxxx, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that Xxxxxxxxx may appoint a designee to purchase one or both of the Residual Certificates. The purchase price for each Class A, Class M-1 or Class M-2 Certificate shall be equal to the sum of (i) the aggregate Current Principal Amount of that Certificate, (ii) any accrued but unpaid Current Interest thereon at the applicable Pass-Through Rate and (iii) any Interest Carry Forward Amount with respect thereto for such Distribution Date. The purchase price for each of the R-1 and R-2 Certificates shall be $1.00. In order to exercise the Optional Securities Purchase Right, Xxxxxxxxx must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Issuer, the Trustee and the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice, in the form of Exhibit L hereto, of its intent to purchase the Class A, Class M-1, Class M-2, Class R-1 and Class R-2 Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so. The Trustee shall furnish notice of the Servicer anticipates that it shall purchase exercise of the Certificates pursuant Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 5.06(a5.09(c). Notice of any such purchase, specifying On the Distribution Date upon on which the Holders may surrender their Certificates to Optional Securities Purchase Right will be exercised, Xxxxxxxxx shall deposit the appropriate amount in cash with the Trustee. Such amount shall be deposited by the Trustee into a separate sub-account of the Distribution Account. Such amounts shall be paid by the Trustee to Holders of the applicable Certificates as provided in Section 5.09(d). (b) In the case of an exercise of the Optional Securities Purchase Right, Xxxxxxxxx shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 5.09(a) shall be given promptly by the Servicer Trustee by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the applicable Distribution Date, to each Holder of a Class R-1 and Class R-2 Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day as of the month next close of business on the Record Date preceding such Distribution Date and to each Holder of a Class A, Class M-1 and Class M-2 Certificate as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if knownseparately stating amounts in respect of principal, andCurrent Interest and Interest Carry Forward Amounts; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Trustee in the name and at the office expense of Xxxxxxxxx. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 5.09(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by Xxxxxxxxx at the price specified in Section 5.06 is to be made5.09(a), and (unless Xxxxxxxxx shall default in the Trustee payment of such amount) no interest shall accrue on such amount for any period after the date cause all funds in to which accrued interest is calculated for purposes of calculating such amount. (e) Subsequent to the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders Xxxxxxxxx shall be paid out the sole Holder of the assets Class A, Class M-1 and Class M-2 Certificates and it shall either be the sole Holder of the Class R-1 and Class R-2 Certificates or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after Xxxxxxxxx may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such datecancelled.

Appears in 2 contracts

Samples: Trust, Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Trust, Pooling and Servicing Agreement (Thornburg Mortgage Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.this

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Gmacm Mortgage Pass Thru Certs Series 2003-J8), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightOffered Certificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase one or both of the Residual Certificates. The purchase price for each Certificate (other than a Residual Certificate) shall be equal to the sum of (i) the aggregate Current Principal Amount of that Certificate, (ii) any accrued but unpaid Current Interest thereon at the applicable Pass-Through Rate and (iii) any Interest Carry Forward Amount with respect thereto for such Distribution Date. The purchase price for each of the Class R-1 and R-2 Certificates shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Issuer, the Trustee and the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice, in the form of Exhibit K hereto, of its intent to purchase the Offered Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI and the Trustee the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Trustee shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 5.09(c). On the Distribution Date on which the Holders may surrender their Certificates to Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Trustee. Such amount shall be deposited by the Trustee into a separate sub-account of the Distribution Account (the "Purchase Account"). Such amounts shall be paid by the Trustee to Holders of the applicable Certificates as provided in Section 5.09(d). (b) In the case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 5.09(a) shall be given promptly by the Servicer Trustee by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the applicable Distribution Date, to each Holder of a Class R-1 and Class R-2 Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day as of the month next close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if knownseparately stating amounts in respect of principal, andCurrent Interest and Interest Carry Forward Amounts; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Trustee in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 5.09(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 5.09(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out the sole Holder of the assets Offered Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class R-1 and Class R-2 Certificates or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such datecancelled.

Appears in 2 contracts

Samples: Trust, Pooling and Servicing Agreement (Thornburg Mortgage Inc), Trust, Pooling and Servicing Agreement (Structured Asset Mortgage Investments Ii Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 15 days' prior written notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a -94- Pooling and Servicing Agreement copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution and not later than the Determination Date relating to such final distribution specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's ’s failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.. -95- Pooling and Servicing Agreement

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GMACM Mortgage Pass-Through Cerificates, Series 2004-J5), Pooling and Servicing Agreement (GMACM Mortgage Pass-Through Cerificates, Series 2004-J5)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Residual Certificate. The purchase price for each Certificate (other than a Class A-X or Class R Certificate) shall be equal to the sum of (i) the Certificate Principal Amount of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Certificate Interest Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates shall be equal to the product of (i) 1.5% and (ii) the Class Notional Amount. The purchase price for the Class R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Trustee and the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice of its intent to purchase the Certificates in whole, but not in part, at a price equal to (other than the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period Private Certificates) and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI and the Trustee the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Trustee shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 7.05(c). On the Distribution Date on which the Holders may surrender their Certificates to Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Trustee. Such amount shall be deposited by the Trustee into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Trustee to Holders of the applicable Certificates as provided in Section 7.05(d). (b) In the case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 7.05(a) shall be given promptly by the Servicer Trustee by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Trustee in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 7.05(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 7.05(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out the sole Holder of the assets Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class R Certificate or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such datecancelled.

Appears in 1 contract

Samples: Trust Agreement (Thornburg Mortgage Securities Trust 2004-3)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master NY1-172102.4 121 Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, NY1-172102.4 122 as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.. NY1-172102.4 123

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master NY1-214364.4 110 Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and thereon, any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, NY1-214364.4 111 the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.. NY1-214364.4 112

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the Certificates plus the sum of the Accrued Certificate Interest thereon for the related Interest Accrual Period thereon and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar Registrar, the Insurer and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the anticipated Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in whole, but not in part, at Residual Certificate. The purchase price for each Certificate (other than a price Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificates plus Certificate and (ii) any accrued but unpaid interest thereon at the sum of Accrued Certificate Interest thereon applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the related Interest Accrual Period and any previously unpaid Accrued Class A-R Certificate Interest. (b) The Servicer shall give be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Trustee not less and the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice, in the form of Exhibit O hereto, of its intent to purchase the Certificates (other than 60 days' prior notice the Private Certificates) and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI and the Trustee the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Trustee shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 6.06(c). On the Distribution Date on which the Holders may surrender their Certificates to Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Trustee. Such amount shall be deposited by the Trustee into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Trustee to Holders of the applicable Certificates as provided in Section 6.06(d). (b) In the case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 6.06(a) shall be given promptly by the Servicer Trustee by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class A-R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder’s address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Trustee in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 6.06(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 6.06(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out the sole Holder of the assets Offered Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class A-R Certificate or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such datecancelled.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2004-2)

Optional Purchase of Certificates. (a) On any Distribution Date on which or after the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Optional Termination Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates and Class M Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall previously allocated thereto. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that it shall will purchase the related Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the related Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer gives the notice specified above, the Master Servicer shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in whole, but not in part, at Residual Certificate. The purchase price for each Certificate (other than a price Class A-X Certificate or a Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts) on the Class A-X Certificates, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the related Interest Accrual Period Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies and any previously unpaid Accrued Certificate Interest. (bthe Master Servicer) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the Holders may surrender their Certificates exercise of the Optional Securities Purchase Right to the Trustee for payment applicable Certificateholders in accordance compliance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified6.06(c). If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before On the Distribution Date on which the purchase pursuant Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the "PURCHASE ACCOUNT"). Such amounts shall be paid by the Securities Administrator to Section 5.06(a) is to be made, in immediately available funds, an amount equal to Holders of the purchase price for the applicable Certificates computed as provided abovein Section 6.06(d). (cb) Upon presentation and surrender In the case of an exercise of the Certificates to Optional Securities Purchase Right, TMI shall be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon solely responsible for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06Trustee, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof Securities Administrator and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateMaster Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-5)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.. 100

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have 75 the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and shall have no further responsibility therefor and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GMACM Mortgage Loan Trust 2005-Ar2)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in wholeResidual Certificate. The purchase price for each Certificate (other than a Class A-X-1 and Class A-X-2 Certificates, but not in part, at the Class I Certificate or a price Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X-1 or Class A-X-2 Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts for the related Interest Accrual Period Loan Group) on the Class A-X-1 and any previously unpaid Accrued the Class A-X-2 Certificates, as applicable, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X-1 or Class A-X-2 Certificates, as applicable (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X-1 or Class A-X-2 Certificates, as applicable). The purchase price for the Class I Certificate Interest. shall be $1.00. The purchase price for the Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (bwith copies to the Rating Agencies and the Master Servicer) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 6.06(c). On the Distribution Date on which the Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Holders may surrender their of the applicable Certificates to as provided in Section 6.06(d). (b) In the Trustee case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 6.06(a) shall be given promptly by the Servicer Securities Administrator by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class A-R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Securities Administrator in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 6.06(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 6.06(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out deemed the sole Holder of the assets Offered Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class A-R Certificate or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any cancelled (other than those Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateheld by TMI).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg 2006-2)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights righs with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in wholeResidual Certificate. The purchase price for each Certificate (other than a Class A-X Certificate, but not in part, at the Class I Certificate or a price Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts for each Loan Group and any amount required to be deposited in the Available Funds Cap Reserve Fund in respect of the Class A-X Certificates) on the Class A-X Certificates and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the related Interest Accrual Period Class I Certificate shall be $1.00. The purchase price for the Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies and any previously unpaid Accrued Certificate Interest. (bthe Master Servicer) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 6.06(c). On the Distribution Date on which the Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Holders may surrender their of the applicable Certificates to as provided in Section 6.06(d). (b) In the Trustee case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 6.06(a) shall be given promptly by the Servicer Securities Administrator by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class A-R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Securities Administrator in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 6.06(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 6.06(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out deemed the sole Holder of the assets Offered Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class A-R Certificate or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any cancelled (other than those Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateheld by TMI).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-1)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the NY1-163144.4 117 Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain NY1-163144.4 118 in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.. NY1-163144.4 119

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.this

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by Xxxxxxxxx, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that Xxxxxxxxx may appoint a designee to purchase one or both of the Residual Certificates. The purchase price for each Certificate (other than a Residual Certificate) shall be equal to the sum of (i) the aggregate Current Principal Amount of that Certificate and (ii) any unpaid Accrued Certificate Interest thereon at the applicable Pass-Through Rate. The purchase price for each of the R-I and R-II Certificates shall be $1.00. In order to exercise the Optional Securities Purchase Right, Xxxxxxxxx must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Issuer, the Trustee and the Securities Administrator (with copies to the Rating Agency and the Master Servicer) written notice, in the form of Exhibit K hereto, of its intent to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so. The Trustee shall furnish notice of the Servicer anticipates that it shall purchase exercise of the Certificates pursuant Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 5.06(a5.09(c). Notice of any such purchase, specifying On the Distribution Date upon on which the Holders may surrender their Certificates to Optional Securities Purchase Right will be exercised, Xxxxxxxxx shall deposit the appropriate amount in cash with the Trustee, which amount shall be verified by the Securities Administrator in writing on the date of such deposit. Such amount shall be deposited by the Trustee into a separate sub-account of the Distribution Account (the "Purchase Account"). Such amounts shall be paid by the Trustee to Holders of the applicable Certificates as provided in Section 5.09(d). (b) In the case of an exercise of the Optional Securities Purchase Right, Xxxxxxxxx shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 5.09(a) shall be given promptly by the Servicer Trustee by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the applicable Distribution Date, to each Holder of a Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day as of the month next close of business on the Record Date preceding such Distribution Date at such Holder's address appearing in the month of Certificate Register. All such final distribution, specifyingnotices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and Accrued Certificate Interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Trustee in the name and at the office expense of Xxxxxxxxx. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 5.09(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by Xxxxxxxxx at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 5.09(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless Xxxxxxxxx shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders Xxxxxxxxx shall be paid out the sole Holder of the assets Certificates or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after Xxxxxxxxx may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to the Holders thereof and purchase of all Certificates in connection with the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in exercise of the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such datecancelled.

Appears in 1 contract

Samples: Trust, Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2003 5)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and shall have no further responsibility therefor and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Ar1)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates 76 shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account (for which funds will be held uninvested) for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and shall have no further responsibility therefor and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's ’s failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-J1)

Optional Purchase of Certificates. (a) On any Distribution Date on which or after the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Loan Group I Optional Termination Date or Loan Group II Optional Termination Date, is less than ten percent of either the Cut-off Date Principal Balance of Master Servicer or the Mortgage Loans, the Servicer Depositor shall have the right, at its option, to purchase the Classes of Certificates with respect to the related Loan Group in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the related Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, including any Group I Prepayment Interest Shortfalls and Group II Prepayment Interest Shortfalls, as applicable, remaining unpaid on the preceding Distribution Date, together with interest thereon at the related Pass-Through Rate for such Class of Certificates to which such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls as applicable, were allocated (as adjusted from time to time, with respect to the Class A-II Certificates) until such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls have been paid in full. (b) The Master Servicer or the Depositor, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Depositor, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Depositor, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar Registrar, the Insurer and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Depositor gives the notice specified above, the Master Servicer or the Depositor, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto, including any Group I Prepayment Interest Shortfalls and Group II Prepayment Interest Shortfalls, as applicable, remaining unpaid on the preceding Distribution Date, together with interest 103 thereon at the related Pass-Through Rate, until such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls, as applicable, are paid in full. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Depositor, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Depositor, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Depositor, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Depositor, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Depositor, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Depositor, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Depositor, as applicable, shall be for all purposes the Holder thereof as of such datedate subject to any rights of the Insurer hereunder with respect thereto.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above.pursuant (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mor Pro Inc Gmacm Mo Pass Th Ce Se 2006 J6)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretothereto and any Prepayment Interest Shortfalls allocated to the Insured Certificates to the extent covered by the Insured Reserve Fund or a Guaranteed Distribution. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GMACM Mortgage Loan Trust 2006-Ar2)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying:: 76 (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any 77 Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten [____] percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer [Servicer] [majority Holder of the Class [__] Certificates], shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which [Servicer] [majority Holder of the Servicer Class [__] Certificates], anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer [Servicer] [majority Holder of the Class [__] Certificates], by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated,; (ii) the purchase price therefor, if known, ; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer [Servicer] [majority Holder of the Class [__] Certificates] gives the notice specified above, the Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Servicer [Servicer] [majority Holder of the Class [__] Certificates], pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer [Servicer] [majority Holder of the Class [__] Certificates], shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefortherefore. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer [Servicer] [majority Holder of the Class [__] Certificates], all amounts distributable to the Holders thereof and the Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer [Servicer] [majority Holder of the Class [__] Certificates] as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor therefore minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Stanwich Asset Acceptance CO LLC)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the sum of (i) the aggregate outstanding Certificate Principal Balance of such the Senior Certificates plus the sum of and Subordinate Certificates, (ii) one month's Accrued Certificate Interest thereon for thereon, (iii) any Unpaid Interest Shortfalls with respect to the related Interest Accrual Period Senior Certificates and Subordinate Certificates and (iv) the amount of any Realized Losses previously unpaid Accrued Certificate Interestallocated thereto pursuant to Section 4.05 (other than the amount of any Excess Losses allocated thereto). (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, , (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)

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Optional Purchase of Certificates. (a) On any Distribution Date on which or after the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Step-Up Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to purchase the Class A, Class M and Class B Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall previously allocated thereto. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that it shall will purchase the related Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the related Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer gives the notice specified above, the Master Servicer shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in wholeResidual Certificate. The purchase price for each Certificate (other than a Class A-X Certificate, but not in part, at the Class I Certificate or a price Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts) on the Class A-X Certificates, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the related Interest Accrual Period Class I Certificate shall be $1.00. The purchase price for the Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies and any previously unpaid Accrued Certificate Interest. (bthe Master Servicer) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 6.06(c). On the Distribution Date on which the Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Holders may surrender their of the applicable Certificates to as provided in Section 6.06(d). (b) In the Trustee case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 6.06(a) shall be given promptly by the Servicer Securities Administrator by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class A-R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates at and the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is place where such Certificates are to be made, in immediately available funds, an amount equal to the purchase price surrendered for the Certificates computed as provided above.payment; and (civ) Upon presentation and surrender of that interest on the respective Certificates shall cease to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account accrue for the benefit of the then Certificateholders on such CertificateholdersDistribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Securities Administrator in the name and at the expense of TMI. Failure to give notice of such purchase, and the Servicer shall give a second written notice or any defect therein, to such Certificateholders to surrender their Certificates for payment any Holder of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, impair or affect the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out validity of the assets which remain in the escrow account. If within nine months after the second notice purchase of any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateother Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-3)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase one or more of the Residual Certificates. The purchase price for each Certificate (other than the Class I Certificate, a Residual Certificate or a Notional Amount Certificate) shall be equal to the sum of (i) the aggregate Current Principal Amount of that Certificate and (ii) any unpaid Accrued Certificate Interest thereon at the applicable Pass-Through Rate. The purchase price for the Class A-X Certificates shall be an amount equal to the sum of (x) any Accrued Certificate Interest and Interest Shortfall due (after taking into account payments made on such date for Accrued Certificate Interest and Interest Shortfalls for each Mortgage Loan Group and any amount required to be deposited in the Available Funds Cap Reserve Fund in respect of the Class A-X Certificates) on the Class A-X Certificates and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the Class A-4X Certificates shall be $100 in the aggregate for such Class. The purchase price for the Class I Certificate shall be $1.00. The purchase price for each of the Class R-I, Class R-II and Class R-III Certificates shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Issuer, the Trustee and the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice, in the form of Exhibit K hereto, of its intent to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI and the Trustee the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Trustee shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 5.09(c). On the Distribution Date on which the Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Holders may surrender their of the applicable Certificates to as provided in Section 5.09(d). (b) In the Trustee case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 5.09(a) shall be given promptly by the Servicer Securities Administrator by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the applicable Distribution Date, to each Holder of a Residual Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day as of the month next close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder’s address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and Accrued Certificate Interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Securities Administrator in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 5.09(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 5.09(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out the sole Holder of all of the assets Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class R-I, Class R-II and Class R-III Certificates or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to the Holders thereof and purchase of all Certificates in connection with the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in exercise of the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such datecancelled.

Appears in 1 contract

Samples: Trust, Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) . The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) : the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) , the purchase price therefor, if known, and (iii) and that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) . Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) . If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account (for which funds will be held uninvested) for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and shall have no further responsibility therefor and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Ar6)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating AgencyAge ncy) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in whole, but not in part, at Residual Certificate. The purchase price for each Certificate (other than a price Class A-X Certificate or a Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts) on the Class A-X Certificates, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the related Interest Accrual Period Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies and any previously unpaid Accrued Certificate Interest. (bthe Master Servicer) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 6.06(c). On the Distribution Date on which the Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Holders may surrender their of the applicable Certificates to as provided in Section 6.06(d). (b) In the Trustee case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 6.06(a) shall be given promptly by the Servicer Securities Administrator by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class A-R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Securities Administrator in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 6.06(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 6.06(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out deemed the sole Holder of the assets Offered Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class A-R Certificate or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any cancelled (other than those Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateheld by TMI).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-6)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance for each Mortgage Pool is less than ten percent of the Cut-off Date Principal Balance of the Mortgage LoansLoans in such Mortgage Pool, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in whole, but not in part, at Residual Certificate. The purchase price for each Certificate (other than an Interest-Only Certificate or a price Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Interest-Only Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts) on each of the Interest-Only Certificates, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Interest-Only Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Interest-Only Certificates). For purposes of clause (y) above, TMI will provide, at its expense, information from a pricing service or an independent valuation necessary to compute the present value of the Interest-Only Certificates. The Securities Administrator shall be entitled to rely on such information for the related Interest Accrual Period purchase price. The purchase price for the Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies, the Master Servicer and any previously unpaid Accrued Certificate Interest. (bthe Trustee) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the Holders may surrender their Certificates exercise of the Optional Securities Purchase Right to the Trustee for payment applicable Certificateholders in accordance compliance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified6.06(c). If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before On the Distribution Date on which the purchase pursuant Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Section 5.06(a) is to be made, in immediately available funds, an amount equal to Holders of the purchase price for the applicable Certificates computed as provided abovein Section 6.06(d). (cb) Upon presentation and surrender In the case of an exercise of the Certificates to Optional Securities Purchase Right, TMI shall be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon solely responsible for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06Trustee, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof Securities Administrator and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateMaster Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2008-1)

Optional Purchase of Certificates. (a) On any Distribution Date on which or after the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Loan Group I Optional Termination Date or Loan Group II Optional Termination Date, is less than ten percent of either the Cut-off Date Principal Balance of Master Servicer or the Mortgage Loans, the Servicer Depositor shall have the right, at its option, to purchase the Classes of Certificates with respect to the related Loan Group in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the related Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, including any Group I Prepayment Interest Shortfalls and Group II Prepayment Interest Shortfalls, as applicable, remaining unpaid on the preceding Distribution Date, together with interest thereon at the related Pass-Through Rate for such Class of Certificates to which such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls as applicable, were allocated (as adjusted from time to time, with respect to the Class A-II Certificates) until such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls have been paid in full. (b) The Master Servicer or the Depositor, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Depositor, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Depositor, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar Registrar, the Insurer and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Depositor gives the notice specified above, the Master Servicer or the Depositor, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto, including any Group I Prepayment Interest Shortfalls and Group II Prepayment Interest Shortfalls, as applicable, remaining unpaid on the preceding Distribution Date, together with interest thereon at the related Pass-Through Rate, until such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls, as applicable, are paid in full. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Depositor, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Depositor, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Depositor, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Depositor, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Depositor, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Depositor, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Depositor, as applicable, shall be for all purposes the Holder thereof as of such datedate subject to any rights of the Insurer hereunder with respect thereto.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal BalanceBalance for Loan Group I or Loan Group II, as applicable, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Group I Loans or Group II Loans, as applicable, the Servicer shall have the right, at its option, to purchase the Certificates related to Loan Group I or Loan Group II, as applicable, in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 15 days' prior written notice of the Distribution Date on which the Servicer anticipates that it shall purchase the related Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distributionFinal Distribution Date and not later than the Determination Date relating to such Final Distribution Date, specifying: (i) the Distribution Date upon which purchase of the related Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GMAC Mortgage Pass-Through Certificates, Series 2004-Ar1)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretothereto and any Prepayment Interest Shortfalls allocated to the Insured Certificates to the extent covered by the Reserve Fund or a Guaranteed Distribution. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in whole, but not in part, at Residual Certificate. The purchase price for each Certificate (other than a price Class A-X Certificate or a Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts for each Loan Group and any amount required to be deposited in the Available Funds Cap Reserve Fund in respect of the Class A-X Certificates) on the Class A-X Certificates and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the related Interest Accrual Period Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies and any previously unpaid Accrued Certificate Interest. (bthe Master Servicer) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the Holders may surrender their Certificates exercise of the Optional Securities Purchase Right to the Trustee for payment applicable Certificateholders in accordance compliance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified6.06(c). If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before On the Distribution Date on which the purchase pursuant Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Section 5.06(a) is to be made, in immediately available funds, an amount equal to Holders of the purchase price for the applicable Certificates computed as provided abovein Section 6.06(d). (cb) Upon presentation and surrender In the case of an exercise of the Certificates to Optional Securities Purchase Right, TMI shall be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon solely responsible for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06Trustee, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof Securities Administrator and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateMaster Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2005-2)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.. ARTICLE VI

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretothereto and any Prepayment Interest Shortfalls for the related Interest Accrual Period allocated to the Insured Certificates to the extent covered by the Insured Reserve Fund or an Insured Payment. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master NY1-208988.4 110 Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and thereon, any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, NY1-208988.4 111 the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.. NY1-208988.4 112

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten [____] percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer [Servicer] [majority Holder of the Class [__] Certificates], shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which [Servicer] [majority Holder of the Servicer Class [__] Certificates], anticipates that it shall will purchase the Certificates pursuant to Section SECTION 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section SECTION 5.06, shall be given promptly by the Servicer [Servicer] [majority Holder of the Class [__] Certificates], by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated,; (ii) the purchase price therefor, if known, ; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer [Servicer] [majority Holder of the Class [__] Certificates] gives the notice specified above, the Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section SECTION 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided PROVIDED above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(aSECTION 5.06(A) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section SECTION 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Servicer [Servicer] [majority Holder of the Class [__] Certificates], pursuant to Section SECTION 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer [Servicer] [majority Holder of the Class [__] Certificates], shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefortherefore. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section SECTION 5.06, the Trustee shall pay to the Servicer [Servicer] [majority Holder of the Class [__] Certificates], all amounts distributable to the Holders thereof and the Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer [Servicer] [majority Holder of the Class [__] Certificates] as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section SECTION 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section SECTION 5.06 occurs as provided PROVIDED above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor therefore minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer [Servicer] [majority Holder of the Class [__] Certificates] shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Taconic Asset Acceptance Company, L.L.C.)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Certificates in wholeResidual Certificate. The purchase price for each Certificate (other than a Class X Certificate, but not in part, at the Class I Certificate or a price Residual Certificate) shall be equal to the outstanding sum of (i) the Certificate Principal Balance of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Pass-Through Rate with respect thereto for such Distribution Date. The purchase price for the Class X Certificates plus shall be an amount equal to the sum of Accrued Certificate (x) any Interest thereon Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts) on the Class X Certificates, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class X Certificates). The purchase price for the related Interest Accrual Period Class I Certificate shall be $1.00. The purchase price for the Class A-R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies and any previously unpaid Accrued Certificate Interest. (bthe Master Servicer) The Servicer shall give written notice, in the Trustee not less than 60 days' prior notice form of Exhibit O hereto, of its intent to purchase the Certificates and of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 6.06(c). On the Distribution Date on which the Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Holders may surrender their of the applicable Certificates to as provided in Section 6.06(d). (b) In the Trustee case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 6.06(a) shall be given promptly by the Servicer Securities Administrator by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class A-R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Securities Administrator in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 6.06(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 6.06(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out deemed the sole Holder of the assets Offered Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class A-R Certificate or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any cancelled (other than those Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateheld by TMI).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Zuni 2006-Oa1)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the sum of outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Residual Certificate. The purchase price for each Certificate (other than a Class A-X or Class R Certificate) shall be equal to the sum of (i) the Certificate Principal Amount of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Certificate Interest Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates shall be an amount equal to the sum of (x) any Accrued Certificate Interest and Interest Shortfall due (after taking into account payments made on such date for Accrued Certificate Interest and Interest Shortfall for each Mortgage Pool and any amount required to be deposited in the Available Funds Cap Reserve Fund in respect of the Class A-X Certificates) on the Class A-X Certificates and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the Class R Certificate shall be $1.00. The purchase price for the Class I Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Trustee and the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice of its intent to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI and the Trustee the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the Holders may surrender their Certificates exercise of the Optional Securities Purchase Right to the Trustee for payment applicable Certificateholders in accordance compliance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified7.05(c). If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before On the Distribution Date on which the purchase pursuant Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Section 5.06(a) is to be made, in immediately available funds, an amount equal to Holders of the purchase price for the applicable Certificates computed as provided abovein Section 7.05(d). (cb) Upon presentation and surrender In the case of an exercise of the Certificates to Optional Securities Purchase Right, TMI shall be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon solely responsible for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06Securities Administrator, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateMaster Servicer.

Appears in 1 contract

Samples: Trust Agreement (Thornburg Mortgage Securities Trust 2005-3)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase one or both of the Residual Certificates. The purchase price for each Certificate (other than a Residual Certificate or a Notional Amount Certificate) shall be equal to the sum of (i) the aggregate Current Principal Amount of that Certificate and (ii) any unpaid Accrued Certificate Interest thereon at the applicable Pass-Through Rate. The purchase price for each of the Class R-I and R-II Certificates shall be $1.00. The purchase price for each Notional Amount Certificate shall be equal to the product of the percentage set forth in the table below opposite the applicable Class of Notional Amount Certificates and the Notional Amount of such Certificate. Class Purchase Price ----- -------------- Class I-AX 2.063% Class II-AX 0.578% Class III-AX 0.641% Class IV-AX 0.719% Class V-AX 0.734% In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Issuer, the Trustee and the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice, in the form of Exhibit K hereto, of its intent to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI and the Trustee the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Trustee shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 5.09(c). On the Distribution Date on which the Holders may surrender their Certificates to Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Trustee. Such amount shall be deposited by the Trustee into a separate sub-account of the Distribution Account (the "Purchase Account"). Such amounts shall be paid by the Trustee to Holders of the applicable Certificates as provided in Section 5.09(d). (b) In the case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 5.09(a) shall be given promptly by the Servicer Trustee by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the applicable Distribution Date, to each Holder of a Certificate Registrar and each Rating Agency) mailed not earlier other than the 15th day and not later than the 25th day a Class I-A Certificate as of the month next close of business on the Record Date preceding such Distribution Date and to each Holder of a Class I-A Certificate as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and Accrued Certificate Interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Trustee in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 5.09(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 5.09(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out the sole Holder of all of the assets Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class R-I and Class R-II Certificates or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to the Holders thereof and purchase of all Certificates in connection with the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in exercise of the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such datecancelled.

Appears in 1 contract

Samples: Trust, Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2004-4)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that it shall purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Servicer by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th 9th day and not later than the 25th 19th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Account deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Servicer all amounts distributable to the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GMACM Mortgage Pass-Through Certificates Series 2004-Ar2)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is All but not less than ten percent all of the Cut-off Date Principal Balance of the Mortgage Loans, the Servicer shall have the rightCertificates are subject to purchase by TMI, at its option, on any Distribution Date on or after the Optional Securities Purchase Date from the then Certificateholders thereof; provided, however, that TMI may appoint a designee to purchase the Residual Certificate. The purchase price for each Certificate (other than a Class A-X Certificate or a Residual Certificate) shall be equal to the sum of (i) the Certificate Principal Amount of such Certificate and (ii) any accrued but unpaid interest thereon at the applicable Interest Rate with respect thereto for such Distribution Date. The purchase price for the Class A-X Certificates shall be an amount equal to the sum of (x) any Interest Distributable Amounts due (after taking into account payments made on such date from Interest Distributable Amounts) on the Class A-X Certificates, and (y) the present value, as of the date of such termination, of the remaining payments scheduled to be made on the Class A-X Certificates (such present value to be based on a discount rate that will approximate the expected yield to maturity of the Class A-X Certificates). The purchase price for the Class R Certificate shall be $1.00. In order to exercise the Optional Securities Purchase Right, TMI must, no later than the eighth Business Day prior to the applicable Distribution Date, deliver to the Securities Administrator (with copies to the Rating Agencies and the Master Servicer) written notice, in the form of Exhibit O hereto, of its intent to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which it intends to do so and the Servicer anticipates that it shall Securities Administrator will verify in writing to TMI the cash amount required of TMI to effect such purchase no later than the Certificates pursuant third Business Day prior to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon on which such purchase is scheduled to occur. The Securities Administrator shall furnish notice of the exercise of the Optional Securities Purchase Right to the applicable Certificateholders in compliance with Section 6.06(c). On the Distribution Date on which the Optional Securities Purchase Right will be exercised, TMI shall deposit the appropriate amount in cash with the Securities Administrator. Such amount shall be deposited by the Securities Administrator into a separate sub-account of the Distribution Account (the “Purchase Account”). Such amounts shall be paid by the Securities Administrator to Holders may surrender their of the applicable Certificates to as provided in Section 6.06(d). (b) In the Trustee case of an exercise of the Optional Securities Purchase Right, TMI shall be solely responsible for payment in accordance with this the costs and expenses of the Trustee, the Securities Administrator and the Master Servicer. (c) Notice of exercise of the Optional Securities Purchase Right under Section 5.06, 6.06(a) shall be given promptly by the Servicer Securities Administrator by letter to Certificateholders (with a copy facsimile or by first-class mail, postage prepaid, transmitted or mailed not less than five Business Days prior to the Certificate Registrar and each Rating Agency) mailed not earlier than applicable Distribution Date, to the 15th day and not later than the 25th day Holder of the month next Class R Certificate as of the close of business on the Record Date preceding such Distribution Date and to each Holder of a Certificate (other than a Residual Certificate) as of a date not more than one Business Day preceding the month mailing of such final distributionnotice, specifyingat such Holder's address appearing in the Certificate Register. All such notices shall state: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at Certificateholders will receive payment in full on the office or agency of the Trustee therein designated,applicable Certificates; (ii) the purchase price thereforamount the applicable Certificateholders will be paid, if known, andseparately stating amounts in respect of principal and interest; (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, applicable and that payments being shall be made only upon presentation and surrender of the respective Certificates and the place where such Certificates are to be surrendered for payment; and (iv) that interest on the respective Certificates shall cease to accrue for the benefit of the then Certificateholders on such Distribution Date and no interest shall accrue on the price paid for such Certificates. The foregoing notice shall be given by the Securities Administrator in the name and at the office expense of TMI. Failure to give notice of such purchase, or agency any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the Trustee therein specified. If the Servicer gives the notice specified above, the Servicer shall deposit in the Payment Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect theretoother Certificate. (d) If any Certificateholders do not surrender their The Certificates shall, following notice as required by Section 6.06(c), be purchased on or before the applicable Distribution Date on which a purchase pursuant to this by TMI at the price specified in Section 5.06 is to be made, the Trustee shall on such date cause all 6.06(a) from funds in the Payment Account deposited therein by Purchase Account, and (unless TMI shall default in the Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit payment of such Certificateholders, and amount) no interest shall accrue on such amount for any period after the Servicer shall give a second written notice date to which accrued interest is calculated for purposes of calculating such Certificateholders amount. (e) Subsequent to surrender their Certificates for payment the purchase of the purchase price therefor. If within six months after Certificates following exercise of the second notice any Certificate shall not have been surrendered for cancellationOptional Securities Purchase Right, the Trustee shall take appropriate steps as directed by the Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders TMI shall be paid out deemed the sole Holder of the assets Offered Certificates (other than the Residual Certificates) and it shall either be the sole Holder of the Class R Certificate or may designate a Person which remain in meets the escrow accountrequirements of this Agreement to become the Holder thereof. If within nine months after TMI may subsequently transfer some or all of the second notice any Certificates shall not have been surrendered for cancellation acquired by it in accordance with this Section 5.06, the Trustee shall pay provisions hereof. All Certificates issued to the Servicer all amounts distributable Certificateholders prior to exercise of the Holders thereof and the Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above Optional Securities Purchase Right shall be deemed to have been purchased and the Holder as of such date shall have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any cancelled (other than those Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all purposes the Holder thereof as of such dateheld by TMI).

Appears in 1 contract

Samples: Trust Agreement (Thornburg Mortgage Securities Trust 2006-4)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. 72 If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which or after the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Loan Group I Optional Termination Date or Loan Group II Optional Termination Date, is less than ten percent of either the Cut-off Date Principal Balance of Master Servicer or the Mortgage Loans, the Servicer Depositor shall have the right, at its option, to purchase the Classes of Certificates with respect to the related Loan Group in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the related Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, including any Group I Prepayment Interest Shortfalls and Group II Prepayment Interest Shortfalls, as applicable, remaining unpaid on the preceding Distribution Date, together with interest thereon at the related Pass-Through Rate for such Class of Certificates to which such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls as applicable, were allocated (as adjusted from time to time, with respect to the 102 Class A-II Certificates) until such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls have been paid in full. (b) The Master Servicer or the Depositor, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Depositor, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Depositor, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar Registrar, the Insurer and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Depositor gives the notice specified above, the Master Servicer or the Depositor, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto, including any Group I Prepayment Interest Shortfalls and Group II Prepayment Interest Shortfalls, as applicable, remaining unpaid on the preceding Distribution Date, together with interest thereon at the related Pass-Through Rate, until such Group I Prepayment Interest Shortfalls or Group II Prepayment Interest Shortfalls, as applicable, are paid in full. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Depositor, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Depositor, as applicable, shall give a second written notice to such Certificateholders to 103 surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Depositor, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Depositor, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Depositor, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Depositor, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Depositor, as applicable, shall be for all purposes the Holder thereof as of such datedate subject to any rights of the Insurer hereunder with respect thereto.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)

Optional Purchase of Certificates. (a) On any Distribution Date on which or after the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Optional Termination Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and thereon, any previously unpaid Accrued Certificate InterestInterest (including any unpaid Prepayment Interest Shortfall), any Basis Risk Carry-Forward Amount, and accrued interest thereon. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that it shall will purchase the related Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer by letter to Certificateholders (with a copy to the Certificate Registrar Registrar, the Insurer and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the related Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer gives the notice specified above, the Master Servicer shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such datedate subject to any rights of the Insurer hereunder with respect thereto.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which or after the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Optional Termination Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that it shall will purchase the related Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer by letter to Certificateholders (with a copy to the Certificate Registrar Registrar, the Insurer and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribution specifying: (i) the Distribution Date upon which purchase of the related Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer gives the notice specified above, the Master Servicer shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master 106 Servicer pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such datedate subject to any rights of the Insurer hereunder with respect thereto.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)

Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such the Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it shall will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying: (i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Payment Certificate Account before the Distribution Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest with respect thereto. (d) If In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Payment Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 occurs as provided above shall will be deemed to have been purchased and the Holder as of such date shall will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Holder thereof as of such date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

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