Common use of Procedure Upon Optional Termination or Terminating Auction Sale Clause in Contracts

Procedure Upon Optional Termination or Terminating Auction Sale. (a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior to the first day of the Optional Termination Notice Period, notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage Loans of such purchase. (b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account, as applicable, before the Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. (c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral. (d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final distribution on the affected Certificates will be made upon presentation and surrender of such Certificates at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the office or agency maintained for such purposes (the address of which shall be set forth in such notice). (e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject to the Trust Fund. (f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect the right of Xxxxx Fargo to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo Serviced Mortgage Loan that remains outstanding at the time of such Optional Termination or Terminating Auction Sale.

Procedure Upon Optional Termination or Terminating Auction Sale. (a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior to the first day of the Optional Termination Notice Period, notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage Loans of such purchase. (b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account, as applicable, before the Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. (c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral. (d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final distribution on the affected Certificates will be made upon presentation and surrender of such Certificates at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the office or agency maintained for such purposes (the address of which shall be set forth in such notice). (e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject to the Trust Fund. (f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect the right of Xxxxx Fargo to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo Serviced Mortgage Loan that remains outstanding at the time of such Optional Termination or Terminating Auction Sale.

Procedure Upon Optional Termination or Terminating Auction Sale. (a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior to the first day of the related Optional Termination Notice Period, notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage Loans (and with respect to the purchase of the Mortgage Loans in any Loan Group to which a Swap or a Cap relates, the related Counterparty) of such purchase. (b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account, as applicable, Account before the Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. (c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral. (d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final distribution on the affected Certificates will shall be made upon presentation and surrender of such Certificates at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the office or agency maintained for such purposes (the address of which shall be set forth in such notice). (e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject to the Trust Fund. (f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect affect, the right rights of Xxxxx Fargo the owner of the servicing rights related to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo Serviced the Mortgage Loan that remains outstanding at the time of Loans purchased in such Optional Termination or Terminating Auction Sale.

Procedure Upon Optional Termination or Terminating Auction Sale. (a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior to the first day of the related Optional Termination Notice Period, notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage Loans (and with respect to the purchase of the Mortgage Loans in any Loan Group to which a Swap or a Cap relates, the related Counterparty) of such purchase. (b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account, as applicable, Account before the Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. (c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral. (d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final distribution on the affected Certificates will be made upon presentation and surrender of such Certificates at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the office or agency maintained for such purposes (the address of which shall be set forth in such notice). (e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject to the Trust Fund. (f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect the right of Xxxxx Fargo to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo Serviced Mortgage Loan that remains outstanding at the time of such Optional Termination or Terminating Auction Sale.

Procedure Upon Optional Termination or Terminating Auction Sale. (a) In case of any Optional TerminationTermination pursuant to Section 11.01, the Terminating Entity shall, no later than ten (10) at least twenty days prior to the first day of date notice is to be mailed to the Optional Termination Notice Period, affected Certificateholders notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon The Trust Administrator shall give notice to the Rating Agencies and the Servicers of election to purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, 11.01 hereof and of the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage Loans of such purchaseOptional Termination Date. (b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account, as applicable, before the Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an Officer's ’s Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator Trust Administrator and separate trust administratorTrust Administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. (c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral. (d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final distribution on the affected Certificates will be made upon presentation and surrender of such Certificates at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the office or agency maintained for such purposes (the address of which shall be set forth in such notice). (e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject to the Trust Fund. (f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect the right of Xxxxx Fargo to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo Serviced Mortgage Loan that remains outstanding at the time of such Optional Termination or Terminating Auction Sale.

Procedure Upon Optional Termination or Terminating Auction Sale. (a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior to the first day of the Optional Termination Notice Period, notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage Loans (and with respect to the purchase of the Group 4 Loans, the Swap Counterparty) of such purchase. (b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account, as applicable, Account before the Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. (c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral. (d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final distribution on the affected Certificates will shall be made upon presentation and surrender of such Certificates at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the office or agency maintained for such purposes (the address of which shall be set forth in such notice). (e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject to the Trust Fund. (f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect the right of Xxxxx Fargo GreenPoint to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo GreenPoint Serviced Mortgage Loan that remains outstanding at the time of such Optional Termination or Terminating Auction SaleSale or the right of Wells Fargo to continue servicing and collecting its Servicing Fee for any Wells Fargo Xxxxiced Mortgage Loan that remains outstanding at the time of such Optional Termxxxxxon.

Procedure Upon Optional Termination or Terminating Auction Sale. (a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior to the first day of the Optional Termination Notice Period, notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage Loans of such purchase. (b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account, as applicable, before the Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an Officer's ’s Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. (c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral. (d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final distribution on the affected Certificates will be made upon presentation and surrender of such Certificates at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the office or agency maintained for such purposes (the address of which shall be set forth in such notice). (e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject to the Trust Fund. (f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect the right of Xxxxx Fargo to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo Serviced Mortgage Loan that remains outstanding at the time of such Optional Termination or Terminating Auction Sale.