Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that: (1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures; (2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least one of such prospective purchasers shall not be an Affiliate of the Contract Seller; (3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor); (4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion); (5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts; (6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement Payment; (7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and (8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts. (i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested. (ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100 (iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Financial Corp)
Termination Auction. The Master Servicer shall provide written notice ------------------- to the Trustee and the Insurer of the occurrence of the Distribution date that is 90 days after the Payment Date as of which following the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Optional Termination Date Pool Principal Balance within three Business Days following such Distribution Payment Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)Thereupon, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J F hereto (the "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Master Servicer of the Outstanding Contracts Home Equity Loans as provided in Section 10.01(a10.1(b) above, by conducting an auction (the "Termination Auction") of the Contracts Home Equity Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller Master Servicer (if GCC Metropolitan Mortgage Company is not the Master Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Home Equity Loans to the highest bidder therefor at the Termination Auction provided that:
(1i) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2ii) the Trustee has received good faith bids for the Contracts Home Equity Loans from at least two one prospective purchasers purchaser that are is considered by the Trustee, in its sole discretion, to be a competitive participants participant in the asset-backed securities or mortgage loan market for manufactured housing installment sale contracts; provided, and that at least one of such prospective purchasers shall is not be an Affiliate of either of the Contract SellerSeller or the initial Master Servicer hereunder;
(3iii) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants bidder is a participant in the asset backed securities or mortgage loan market for manufactured housing retail installment sale contracts and are is willing and able to purchase the Contracts Home Equity Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4iv) the highest bid in respect of the Contracts Home Equity Loans is not less than the aggregate fair market value of the Contracts Home Equity Loans (as determined by the Trustee in its sole discretion);
(5v) any bid submitted by the Contract Master Servicer, the Seller or any Affiliate of the Contract Seller either of them shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsHome Equity Loans;
(6vi) the highest bid would result in proceeds from the sale of the Contracts Home Equity Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentPrice;
(7vii) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Home Equity Loans provide an Opinion of Counsel to that effect); and
(8) viii) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Home Equity Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1i) through (8) viii) have been met, the Trustee shall sell and transfer the ContractsHome Equity Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the ContractsHome Equity Loans.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Transamerica Consumer Mortgage Receivables Corp)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)shall, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures")) and upon written notice from the Master Servicer, make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) aboveterms, by conducting an auction (the "Termination Auction") of the Contracts Mortgage Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal BalanceOptional Termination Date. The Contract Seller (if GCC is not and the Servicer) Master Servicer may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Mortgage Loans to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts Mortgage Loans from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contractsmortgage loans similar to the Mortgage Loans and willing and able purchasers of the Mortgage Loans; provided, that at least one of such prospective purchasers shall not be the Seller or an Affiliate affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts mortgage loans and are willing and able to purchase the Contracts Mortgage Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts Mortgage Loans is not less than the aggregate fair market value of the Contracts Mortgage Loans (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller affiliate thereof shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsMortgage Loans;
(6) the highest bid would result in proceeds from the sale of the Contracts Mortgage Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed take place over a period not to the holders of regular residual interests within exceed 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Mortgage Loans provide an Opinion opinion of Counsel counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the ContractsMortgage Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts Mortgage Loans in the applicable Certificate Distribution Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case case, the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of Mortgage Loans. The Master Servicer shall indemnify the Certificate Insurer for any termination, specifying claim under the Distribution Date upon which all Certificateholders may surrender their Certificates Certificate Insurance Policies due to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day exercise of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be investedthis sale right.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1999 2)
Termination Auction. The Servicer shall provide written notice to ------------------- the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the --------- "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC GreenPoint is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerServicer. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at -------- least one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerServicer, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentPayment plus any other amounts due and owing to the Insurer hereunder or pursuant to the Insurance Agreement plus any unreimbursed Draw Amounts;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the LOC Provider, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, (a) to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a1) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b2) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, Balance and (c3) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Pass- Through Rate on the Class I A-3 Certificate Balance, (db) as to the Class I A-4 CertificatesInsurer, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall any unreimbursed Enhancement Payments and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (ec) as to the Class I A-5 CertificatesLOC Provider, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100any unreimbursed Draw Amounts.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Credit LLC)
Termination Auction. The Master Servicer shall provide written notice ------------------- to the Trustee and the Insurer of the occurrence of the Distribution date that is 90 days after the Payment Date as of to which the Pool Scheduled aggregate Principal Balance of all Home Equity Loans then outstanding is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Payment Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)Thereupon, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J F hereto (the "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Master Servicer of the Outstanding Contracts Home Equity Loans as provided in Section 10.01(a10.1(b) above, by conducting an auction (the "Termination Auction") of the Contracts Home Equity Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller Master Servicer (if GCC Transamerica Mortgage Company is not the Master Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Home Equity Loans to the highest bidder therefor at the Termination Auction provided that:
(1i) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2ii) the Trustee has received good faith bids for the Contracts Home Equity Loans from at least two one prospective purchasers purchaser that are is considered by the Trustee, in its sole discretion, to be a competitive participants participant in the asset-backed securities or mortgage loan market for manufactured housing installment sale contracts; provided, and that at least one of such prospective purchasers shall is not be an Affiliate of either of the Contract SellerSeller or the initial Master Servicer hereunder;
(3iii) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants bidder is a participant in the asset backed securities or mortgage loan market for manufactured housing retail installment sale contracts and are is willing and able to purchase the Contracts Home Equity Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4iv) the highest bid in respect of the Contracts Home Equity Loans is not less than the aggregate fair market value of the Contracts Home Equity Loans (as determined by the Trustee in its sole discretion);
(5v) any bid submitted by the Contract Master Servicer, the Seller or any Affiliate of the Contract Seller either of them shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsHome Equity Loans;
(6vi) the highest bid would result in proceeds from the sale of the Contracts Home Equity Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentPrice;
(7vii) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Home Equity Loans provide an Opinion of Counsel to that effect); and
(8) viii) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts Home Equity Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1i) through (8) viii) have been met, the Trustee shall sell and transfer the ContractsHome Equity Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the ContractsHome Equity Loans.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Transamerica Consumer Mortgage Receivables Corp)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC GreenPoint is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerServicer. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least -------- one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerServicer, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed 106 Enhancement PaymentPayment plus any other amounts due and owing to the Insurer hereunder or pursuant to the Insurance Agreement plus any unreimbursed Draw Amounts;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the LOC Provider, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th 20th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 A Certificates, the Class I A-1 A Certificate Balance together with the Class I A-1 A Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-A Pass- 107 Through Rate on the Class I A-1 A Certificate Balance, (b) as to the Class I A-2 M- 1 Certificates, the Class I A-2 M-1 Certificate Balance together with the Class I A-2 M-1 Unpaid Interest Shortfall and one month's interest at the Class I A-2 M-1 Pass-Through Rate on the Class I A-2 M-1 Certificate Balance, (c) as to the Class I A-3 M-2 Certificates, the Class I A-3 M-2 Certificate Balance together with the Class I A-3 M-2 Unpaid Interest Shortfall and one month's interest at the Class I A-3 M-2 Pass-Through Rate on the Class I A-3 M-2 Certificate Balance, (d) as to the Class I A-4 B-1 Certificates, the Class I X- 0 B-1 Certificate Balance together with the Class I A-4 B-1 Unpaid Interest Shortfall and one month's interest at the Class I A-4 B-1 Pass-Through Rate on the Class I A-4 B-1 Certificate Balance, (e) as to the Class I A-5 B-2 Certificates, the Class I A-5 B- 2 Certificate Balance together with the Class I A-5 B-2 Unpaid Interest Shortfall and one month's interest at the Class I A-5 B-2 Pass-Through Rate on the Class I A-5 B-2 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Pass- Through Rate on the Class II A-1 Certificates, and (ig) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100, (h) any unreimbursed Draw Amounts to the LOC Provider and (i) any unreimbursed Enhancement Payments to the Insurer.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Credit LLC)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)Thereupon, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J EXHIBIT L hereto (the "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Either Contract Seller (and the Servicer if GCC BAFSB is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerSellers. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured Manufactured housing installment sale contracts; providedPROVIDED, that at least one of such prospective purchasers shall not be an Affiliate of either of the Contract SellerSellers;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerSellers, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the a Contract Seller or any Affiliate of the either Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement Payment(without regard to amounts on deposit in the Reserve Account);
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination DateDistribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller Sellers and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 A-4 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, Certificate Balance (f) ), as to the Class I X- 0 A-6 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 CertificatesCertificate Balance, (g) as to the Class I X- 0 A-7 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 CertificatesCertificate Balance, (h) as to the Class II A-1 M Certificates, the Class II A-1 M Certificate Balance together with the Class II A-1 M Unpaid Interest Shortfall and one month's interest at the Class II A-1 M Pass-Through Rate on the Class II A-1 CertificatesM Certificate Balance, and (i) as to the Class II A-2 B-1 Certificates, the Class II A-2 B-1 Certificate Balance together with the II Class II A-2 B-1 Unpaid Interest Shortfall and one month's interest at the Class II A-2 B-1 Pass-Through Rate on the Class II A-2 B-1 Certificate Balance and (j) as to the Class B-2 Certificates. 100, the Class B-2 Certificate Balance together with the Class B-2 Unpaid Interest Shortfall and one month's interest at the Class B-2 Pass-Through Rate on the Class B-2 Certificate Balance.
(iii) Upon such termination, any amounts remaining in either the Certificate Account and the Reserve Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bank of America FSB/Ca)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)Thereupon, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J L hereto (the "Termination Auction Procedures"), make a commercially reasonable --------- effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Either Contract Seller (and the Servicer if GCC BAFSB is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerSellers. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured Manufactured housing installment sale contracts; provided, that at least -------- one of such prospective purchasers shall not be an Affiliate of either of the Contract SellerSellers;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerSellers, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the any Contract Seller or any Affiliate of the Contract Seller either of them shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement Payment(without regard to amounts on deposit in the Reserve Account);
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination DateDistribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller Sellers and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 A Certificates, the Class I A-1 A Certificate Balance together with the Class I A-1 A Unpaid Interest Shortfall and one month's interest at the Class I A-1 A Pass-Through Rate on the Class I A-1 A Certificate Balance, (b) as to the Class I A-2 M Certificates, the Class I A-2 M Certificate Balance together with the Class I A-2 M Unpaid Interest Shortfall and one month's interest at the Class I A-2 M Pass-Through Rate on the Class I A-2 M Certificate Balance, (c) as to the Class I A-3 B-1 Certificates, the Class I A-3 B-1 Certificate Balance together with the Class I A-3 B-1 Unpaid Interest Shortfall and one month's interest at the Class I A-3 B-1 Pass-Through Rate on the Class I A-3 B-1 Certificate Balance, Balance and (d) as to the Class I A-4 B-2 Certificates, the Class I X- 0 B-2 Certificate Balance together with the Class I A-4 B-2 Unpaid Interest Shortfall and one month's interest at the Class I A-4 B-2 Pass-Through Rate on the Class I A-4 B-2 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100.
(iii) Upon such termination, any amounts remaining in either the Certificate Account and the Reserve Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bank of America National Trust & Saving Association)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the --------- "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC GreenPoint is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerServicer. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least -------- one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerServicer, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentDraw Amounts;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the InsurerLOC Providers, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 X- 0 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 X- 0 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 X- 0 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 A-4 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 X- 0 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 A- 5 Certificates, (f) as to the Class I X- 0 M-1A Certificates, the Class I A-6 M-1A Certificate Balance together with the Class I A-6 M-1A Unpaid Interest Shortfall and one month's interest at the Class I A-6 M-1A Pass-Through Rate on the Class I A-6 M-1A Certificates, (g) as to the Class I X- 0 M-1B Certificates, the Class I A-7 M-1B Certificate Balance together with the Class I A-7 M-1B Unpaid Interest Shortfall and one month's interest at the Class I A-7 M-1B Pass-Through Rate on the Class I A-7 M-1A Certificates, (h) as to the Class II A-1 M-2 Certificates, the Class II A-1 M-2 Certificate Balance together with the Class II A-1 M-2 Unpaid Interest Shortfall and one month's interest at the Class II A-1 M-2 Pass-Through Rate on the Class II A-1 Certificates, M- 1 Certificates and (i) as to the Class II A-2 B Certificates, the Class II A-2 B Certificate Balance together with the II Class II A-2 B Unpaid Interest Shortfall and one month's interest at the Class II A-2 B Pass-Through Rate on the Class II A-2 B Certificates. 100.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Financial Corp)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)Thereupon, the Trustee shall sell all Contracts in the Contract Pool at their fair market value in a commercially reasonable manner and on commercially reasonable terms to be determined in the sole, in accordance with the procedures and schedule set forth in Exhibit J EXHIBIT L hereto (the "Termination Auction Procedures"), ) make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off off Date Pool Principal Balance. The Contract Seller (and the Servicer if GCC BankAmerica Housing Services is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured Manufactured housing installment sale contracts; providedPROVIDED, that at least one of such prospective purchasers shall not be an Affiliate of either of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller either of them shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); andand 104
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination DateDistribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-off Date Pool Principal Balance. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 A-4 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Pass- Through Rate on the Class I A-4 Certificate 105 Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, Certificate Balance (f) ), as to the Class I X- 0 A-6 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 CertificatesCertificate Balance, (g) as to the Class I X- 0 A-7 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 CertificatesCertificate Balance, (h) as to the Class II A-1 A-8 Certificates, the Class II A-1 A-8 Certificate Balance together with the Class II A-1 A-8 Unpaid Interest Shortfall and one month's interest at the Class II A-1 A-8 Pass-Through Rate on the Class II A-1 CertificatesA-8 Certificate Balance, and (i) as to the Class II A-2 A-9 Certificates, the Class II A-2 A-9 Certificate Balance together with the II Class II A-2 A-9 Unpaid Interest Shortfall and one month's interest at the Class II A-2 A-9 Pass-Through Rate on the Class II A-2 A-9 Certificate Balance, (j) as to the Class M Certificates. 100, the Class M Certificate Balance together with the Class M Unpaid Interest Shortfall and one month's interest at the Class M Pass-Through Rate on the Class M Certificate Balance, (k) as to the Class B-1 Certificates, the Class B-1 Certificate Balance together with the Class B-1 Unpaid Interest Shortfall and one month's interest at the Class B-1 Pass-Through Rate on the Class B-1 Certificate Balance and (l) as to the Class B-2 Certificates, the Class B-2 Certificate Balance together with the Class B-2 Unpaid Interest Shortfall and one month's interest at the Class B-2 Pass-Through Rate on the Class B-2 Certificate Balance.
(iii) Upon such termination, any amounts remaining in either the Certificate Account and the Reserve Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bank of America FSB/Ca)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)shall, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures")) and upon written notice from the Master Servicer, make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) aboveterms, by conducting an auction (the "Termination Auction") of the Contracts Mortgage Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal BalanceOptional Termination Date. The Contract Seller (if GCC is not and the Servicer) Master Servicer may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Mortgage Loans to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts Mortgage Loans from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contractsmortgage loans similar to the Mortgage Loans and willing and able purchasers of the Mortgage Loans; provided, that at least one of such prospective purchasers shall not be the Seller or an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts mortgage loans and are willing and able to purchase the Contracts Mortgage Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts Mortgage Loans is not less than the aggregate fair market value of the Contracts Mortgage Loans (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller thereof shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsMortgage Loans;
(6) the highest bid would result in proceeds from the sale of the Contracts Mortgage Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed take place over a period not to the holders of regular residual interests within exceed 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Mortgage Loans provide an Opinion opinion of Counsel counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the ContractsMortgage Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts Mortgage Loans in the applicable Certificate Distribution Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case case, the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of Mortgage Loans. The Master Servicer shall indemnify the Certificate Insurer for any termination, specifying claim under the Distribution Date upon which all Certificateholders may surrender their Certificates Certificate Insurance Policies due to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day exercise of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be investedthis sale right.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1997-2)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their does not exercise its option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC GreenPoint is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerServicer. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerServicer, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentPayments plus any other amounts due and owing to the Insurer hereunder or pursuant to the Insurance Agreement plus an amount sufficient to pay any termination fees owed to the Hedge Counterparty pursuant to the Hedge Agreement;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Hedge Counterparty, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th 20th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 A Certificates, the Class I A-1 A Certificate Balance together with the Class I A-1 A Unpaid Interest Shortfall and one month's interest at the Class I A-1 A Pass-Through Rate on the Class I A-1 A Certificate Balance, (b) as to the Class I A-2 M-1 Certificates, the Class I A-2 M-1 Certificate Balance together with the Class I A-2 M-1 Unpaid Interest Shortfall and one month's interest at the Class I A-2 M-1 Pass-Through Rate on the Class I A-2 M-1 Certificate Balance, (c) as to the Class I A-3 M-2 Certificates, the Class I A-3 M-2 Certificate Balance together with the Class I A-3 M-2 Unpaid Interest Shortfall and one month's interest at the Class I A-3 M-2 Pass-Through Rate on the Class I A-3 M-2 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 A Certificates, the Class II A-1 A Certificate Balance together with the Class II A-1 A Unpaid Interest Shortfall and one month's interest at the Class II A-1 A Pass-Through Rate on the Class II A-1 CertificatesA Certificate Balance, and (ie) as to the Class II A-2 M-1 Certificates, the Class II A-2 M-1 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.M-1
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Credit Man Housing Cont Tr Pas THR Cert Ser 01 1)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)shall, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures")) and upon written notice from the Master Servicer, make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) aboveterms, by conducting an auction (the "Termination Auction") of the Contracts Mortgage Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal BalanceOptional Termination Date. The Contract Seller (and the Master Servicer if GCC Block Financial Corporation is not the Master Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Mortgage Loans to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts Mortgage Loans from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contractsmortgage loans similar to the Mortgage Loans; provided, that at least one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts mortgage loans and are willing and able to purchase the Contracts Mortgage Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts Mortgage Loans is not less than the aggregate fair market value of the Contracts Mortgage Loans (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller thereof shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsMortgage Loans;
(6) the highest bid would result in proceeds from the sale of the Contracts Mortgage Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed take place over a period not to the holders of regular residual interests within exceed 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Mortgage Loans provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the ContractsMortgage Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts Mortgage Loans in the applicable Certificate Distribution Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of Mortgage Loans. The Master Servicer shall indemnify the Certificate Insurer for any termination, specifying claim under the Distribution Date upon which all Certificateholders may surrender their Certificates Certificate Insurance Policies due to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day exercise of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be investedthis sale right.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Termination Auction. The Servicer shall provide written ------------------- notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their does not exercise its option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J I hereto (the "Termination Auction Procedures"), --------- make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC GreenPoint is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerServicer. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at -------- least one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerServicer, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentPolicy Claim Amount plus any other amounts due and owing to the Insurer hereunder or pursuant to the Insurance Agreement plus any unreimbursed Swap Amounts plus an amount sufficient to pay any termination fees owed to the Hedge Counterparty pursuant to the Hedge Agreement;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Swap Counterparty, the Hedge Counterparty, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, (a) first, to the Hedge Counterparty, any Hedge Termination Payment, (b) second, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a1) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b2) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, and (c3) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (c) third, to the Insurer, any unreimbursed Policy Claim Amounts and (d) as fourth, to the Class I A-4 CertificatesSwap Counterparty, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100any unreimbursed Swap Amounts.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Credit LLC)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)shall, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures")) and upon written notice from the Master Servicer, make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) aboveterms, by conducting an auction (the "Termination Auction") of the Contracts Mortgage Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal BalanceOptional Termination Date. The Contract Seller (if GCC is not and the Servicer) Master Servicer may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Mortgage Loans to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts Mortgage Loans from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contractsmortgage loans similar to the Mortgage Loans and willing and able purchasers of the Mortgage Loans; provided, that at least one of such prospective purchasers shall not be the Seller or an Affiliate affiliate of the Contract Seller;; 107
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts mortgage loans and are willing and able to purchase the Contracts Mortgage Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts Mortgage Loans is not less than the aggregate fair market value of the Contracts Mortgage Loans (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller affiliate thereof shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsMortgage Loans;
(6) the highest bid would result in proceeds from the sale of the Contracts Mortgage Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed take place over a period not to the holders of regular residual interests within exceed 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Mortgage Loans provide an Opinion opinion of Counsel counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the ContractsMortgage Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts Mortgage Loans in the applicable Certificate Distribution Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case case, the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of Mortgage Loans. The Master Servicer shall indemnify the Certificate Insurer for any termination, specifying claim under the Distribution Date upon which all Certificateholders may surrender their Certificates Certificate Insurance Policies due to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day exercise of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be investedthis sale right.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1998 2)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the "Auction Termination Auction Procedures"), make a --------- commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Auction Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least one of such -------- prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement Payment;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 X- 0 Certificate Balance, and (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Financial Corp)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)shall, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures")) and upon written notice from the Master Servicer, make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) aboveterms, by conducting an auction (the "Termination Auction") of the Contracts Mortgage Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal BalanceOptional Termination Date. The Contract Seller (if GCC is not and the Servicer) Master Servicer may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Mortgage Loans to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts Mortgage Loans from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contractsmortgage loans similar to the Mortgage Loans and willing and able purchasers of the Mortgage Loans; provided, that at least one of such prospective purchasers shall not be the Seller or an Affiliate affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts mortgage loans and are willing and able to purchase the Contracts Mortgage Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts Mortgage Loans is not less than the aggregate fair market value of the Contracts Mortgage Loans (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller affiliate thereof shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsMortgage Loans;
(6) the highest bid would result in proceeds from the sale of the Contracts Mortgage Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed take place over a period not to the holders of regular residual interests within exceed 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation 100 (the Trustee may, in its discretion, require that the purchaser of such Contracts Mortgage Loans provide an Opinion opinion of Counsel counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the ContractsMortgage Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts Mortgage Loans in the applicable Certificate Distribution Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case case, the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of Mortgage Loans. The Master Servicer shall indemnify the Certificate Insurer for any termination, specifying claim under the Distribution Date upon which all Certificateholders may surrender their Certificates Certificate Insurance Policies due to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day exercise of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be investedthis sale right.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1999 1)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)Thereupon, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J L hereto (the "Termination Auction Procedures"), make a commercially reasonable --------- effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a -107- date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off off Date Pool Principal Balance. The Contract Seller (and the Servicer if GCC BAFSB is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured Manufactured housing installment sale contracts; provided, that at least -------- one of such prospective purchasers shall not be an Affiliate of either of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller either of them shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination DateDistribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-off Date Pool Principal Balance. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 X- 0 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 X- 0 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 X- 0 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 A-4 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 X- 0 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, X- 0 Certificate Balance (f) ), as to the Class I X- 0 A-6 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 CertificatesA- 6 Certificate Balance, (g) as to the Class I X- 0 A-7 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 CertificatesCertificate Balance, (h) as to the Class II A-1 A-8 Certificates, the Class II A-1 A-8 Certificate Balance together with the Class II A-1 A-8 Unpaid Interest Shortfall and one month's interest at the Class II A-1 A-8 Pass-Through Rate on the Class II A-1 CertificatesA-8 Certificate Balance, and (i) as to the Class II A-2 A-9 Certificates, the Class II A-2 A-9 Certificate Balance together with the II Class II A-2 A-9 Unpaid Interest Shortfall and one month's interest at the Class II A-2 A-9 Pass-Through Rate on the Class II A-2 A-9 Certificate Balance, (j) as to the Class A-IO Certificates. 100, the Class A-IO Unpaid Interest Shortfall and one month's interest at the Class A-IO Pass- Through Rate on the Class A-IO Notional Principal Amount, (k) as to the Class M Certificates, the Class M Certificate Balance together with the Class M Unpaid Interest Shortfall and one month's interest at the Class M Pass-Through Rate on the Class M Certificate Balance, (l) as to the Class B-1 Certificates, the Class B-1 Certificate Balance together with the Class B-1 Unpaid Interest Shortfall and one month's interest at the Class B-1 Pass- Through Rate on the Class B-1 Certificate Balance and (m) as to the Class B-2 Certificates, the Class B-2 Certificate Balance together with the Class B-2 Unpaid Interest Shortfall and one month's interest at the Class B-2 Pass-Through Rate on the Class B-2 Certificate Balance.
(iii) Upon such termination, any amounts remaining in either the Certificate Account and the Reserve Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bank of America National Trust & Saving Association)
Termination Auction. The Servicer shall provide written notice to ------------------- the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the --------- "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC GreenPoint is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerServicer. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, -------- that at least one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerServicer, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentDraw Amounts;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the InsurerLOC Provider, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the 101 Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 A-4 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Pass- Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 M-1 Certificates, the Class I A-6 M-1 Certificate Balance together with the Class I A-6 M-1 Unpaid Interest Shortfall and one month's interest at the Class I A-6 M-1 Pass-Through Rate on the Class I A-6 M-1 Certificates, (g) as to the Class I X- 0 M-2 Certificates, the Class I A-7 M-2 Certificate Balance together with the Class I A-7 M-2 Unpaid Interest Shortfall and one month's interest at the Class I A-7 M-2 Pass-Through Rate on the Class I A-7 M-1 Certificates, (h) as to the Class II A-1 B-1 Certificates, the Class II A-1 B-1 Certificate Balance together with the Class II A-1 B-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 B Pass-Through Rate on the Class II A-1 B-1 Certificates, and (i) as to the Class II A-2 B-2 Certificates, the Class II A-2 B-2 Certificate Balance together with the II Class II A-2 B-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 B Pass-Through Rate on the Class II A-2 B-2 Certificates. 100, and (j) any unreimbursed Draw Amounts to the LOC Provider.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Credit LLC)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)shall, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures")) and upon written notice from the Master Servicer, make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) aboveterms, by conducting an auction (the "Termination Auction") of the Contracts Mortgage Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal BalanceOptional Termination Date. The Contract Seller (and the Master Servicer if GCC Block Financial Corporation is not the Master Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Mortgage Loans to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts Mortgage Loans from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts mortgage loans and are willing and able to purchase the Contracts Mortgage Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts Mortgage Loans is not less than the aggregate fair market value of the Contracts Mortgage Loans (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller thereof shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsMortgage Loans;
(6) the highest bid would result in proceeds from the sale of the Contracts Mortgage Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed take place over a period not to the holders of regular residual interests within exceed 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Mortgage Loans provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the ContractsMortgage Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts Mortgage Loans in the applicable Certificate Distribution Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the ContractsMortgage Loans.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Termination Auction. The Servicer shall provide written notice to the Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a)shall, the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J K hereto (the "Termination Auction Procedures")) and upon written notice from the Master Servicer, make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) aboveterms, by conducting an auction (the "Termination Auction") of the Contracts Mortgage Loans remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal BalanceOptional Termination Date. The Contract Seller (if GCC is not and the Servicer) Master Servicer may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts Mortgage Loans to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts Mortgage Loans from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contractsmortgage loans similar to the Mortgage Loans and willing and able purchasers of the Mortgage Loans; provided, that at least one of such prospective purchasers shall not be the Seller or an Affiliate affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts mortgage loans and are willing and able to purchase the Contracts Mortgage Loans (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);; 105
(4) the highest bid in respect of the Contracts Mortgage Loans is not less than the aggregate fair market value of the Contracts Mortgage Loans (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller affiliate thereof shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the ContractsMortgage Loans;
(6) the highest bid would result in proceeds from the sale of the Contracts Mortgage Loans which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentAmount;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed take place over a period not to the holders of regular residual interests within exceed 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts Mortgage Loans provide an Opinion opinion of Counsel counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the ContractsMortgage Loans, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts Mortgage Loans in the applicable Certificate Distribution Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case case, the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of Mortgage Loans. The Master Servicer shall indemnify the Certificate Insurer for any termination, specifying claim under the Distribution Date upon which all Certificateholders may surrender their Certificates Certificate Insurance Policies due to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day exercise of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be investedthis sale right.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100
(iii) Upon such termination, any amounts remaining in either Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1998-1)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the --------- "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least one of such -------- prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement Payment;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 A Certificates, the Class I A-1 A Certificate Balance together with the Class I A-1 A Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-A Pass- Through Rate on the Class I A-1 A Certificate Balance, Balance and (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 A Certificates, the Class II A-1 A Certificate Balance together with the Class II A-1 A Unpaid Interest Shortfall and one month's interest at the Class II A-1 A Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100A Certificate.
(iii) Upon such termination, any amounts remaining in either the Certificate Account Accounts (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Credit Corp)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the --------- "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract Seller. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least -------- one of such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract Seller, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement Payment;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Pass- Through Rate on the Class I A-1 Certificate Balance, (b) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Pass- Through Rate on the Class I A-2 Certificate Balance, (c) as to the Class I A-3 Certificates, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Pass- Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 A-4 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Pass- Through Rate on the Class I A-4 Certificate Balance, Balance and (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Financial Corp)
Termination Auction. The Servicer shall provide written notice to the ------------------- Trustee of the occurrence of the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance within three Business Days following such Distribution Date. If neither the Servicer or the Class R Certificateholders exercises their option to purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in accordance with the procedures and schedule set forth in Exhibit J hereto (the --------- "Termination Auction Procedures"), make a commercially reasonable effort to sell at fair market value in a commercially reasonable manner and upon commercially reasonable terms but subject to the earlier purchase by the Servicer of the Outstanding Contracts as provided in Section 10.01(a) above, by conducting an auction (the "Termination Auction") of the Contracts remaining in the Trust Fund in order to effect a termination of the Trust Fund on a date selected by the Trustee (the "Auction Termination Date"), but in any case within ninety days following the Distribution Date as of which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if GCC GreenPoint is not the Servicer) may, but shall not be required to, bid at the Termination Auction. The Trustee shall be entitled to retain counsel of its choice to represent it in the Termination Auction, and the fees and expenses of such counsel shall be paid by the Contract SellerServicer. The Trustee shall sell and transfer the Contracts to the highest bidder therefor at the Termination Auction provided that:
(1) the Termination Auction has been conducted in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts from at least two prospective purchasers that are considered by the Trustee, in its sole discretion, to be competitive participants in the market for manufactured housing installment sale contracts; provided, that at least one of -------- such prospective purchasers shall not be an Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of whom shall be an expense of the Contract SellerServicer, as advisor to the Trustee (in such capacity, the "Advisor"), shall have advised the Trustee in writing that at least two of such bidders are participants in the market for manufactured housing retail installment sale contracts and are willing and able to purchase the Contracts (the Trustee may in its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less than the aggregate fair market value of the Contracts (as determined by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate of the Contract Seller shall be independently verified and represented in writing by a qualified independent third party evaluator (which may include the Advisor or an investment -91- banking firm) selected by the Trustee and may only be considered if such evaluator determines that the bid reasonably represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the sale of the Contracts which will be at least equal to the Minimum Termination Amount plus any unreimbursed Enhancement PaymentPayment plus any other amounts due and owing to the Insurer hereunder or pursuant to the Insurance Agreement plus any unreimbursed Draw Amounts;
(7) such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that the proceeds of such qualified liquidation are credited or distributed to the holders of regular residual interests within 90 days from the date upon which the Trust Fund adopts a plan of complete liquidation (the Trustee may, in its discretion, require that the purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available to all bidders and must stipulate that the Servicer be retained to service the Contracts on terms substantially similar to those in this Agreement. Provided that all of the conditions set forth in clauses (1) through (8) have been met, the Trustee shall sell and transfer the Contracts, without representation, warranty or recourse of any kind whatsoever, to such highest bidder in accordance with and upon completion of the Termination Auction Procedures. The Trustee shall deposit the purchase price for the Contracts in the applicable Certificate Account at least one Business Day prior to the fourth Distribution Date following the Optional Termination Date. The provisions of subsections (c) and (d) of this Section 10.01 also shall apply with respect to any Termination Auction. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Termination Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In such case the Termination Auction shall be concluded and the Trustee shall be under no further duty to solicit bids for or otherwise to attempt to sell the Contracts.
(i) Notice of any termination, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by the Servicer by letter to the Certificateholders, the Insurer, the LOC Provider, the Trustee, the Contract Seller and each Rating Agency mailed no later than the 10th day of the month next preceding the month of such final distribution, specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, 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. After giving such notice, the Trustee shall not register the transfer or exchange of any Certificates. If such notice is given in connection with the Servicer's election to purchase, the Servicer shall deposit in the applicable Certificate Account on the Business Day prior to the applicable Distribution Date the amount described in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed, from funds in the applicable Certificate Account, (a) to Certificateholders, in proportion to their respective Percentage Interests, an amount equal to (a1) as to the Class I A-1 Certificates, the Class I A-1 Certificate Balance together with the Class I A-1 Unpaid Interest Shortfall and one month's interest at the Class I A-1 Pass-Pass- Through Rate on the Class I A-1 Certificate Balance, and (b2) as to the Class I A-2 Certificates, the Class I A-2 Certificate Balance together with the Class I A-2 Unpaid Interest Shortfall and one month's interest at the Class I A-2 Pass-Through Rate on the Class I A-2 Certificate BalanceBalance (b) to the Insurer, any unreimbursed Enhancement Payments and (c) as to the Class I A-3 CertificatesLOC Provider, the Class I A-3 Certificate Balance together with the Class I A-3 Unpaid Interest Shortfall and one month's interest at the Class I A-3 Pass-Through Rate on the Class I A-3 Certificate Balance, (d) as to the Class I A-4 Certificates, the Class I X- 0 Certificate Balance together with the Class I A-4 Unpaid Interest Shortfall and one month's interest at the Class I A-4 Pass-Through Rate on the Class I A-4 Certificate Balance, (e) as to the Class I A-5 Certificates, the Class I A-5 Certificate Balance together with the Class I A-5 Unpaid Interest Shortfall and one month's interest at the Class I A-5 Pass-Through Rate on the Class I A-5 Certificates, (f) as to the Class I X- 0 Certificates, the Class I A-6 Certificate Balance together with the Class I A-6 Unpaid Interest Shortfall and one month's interest at the Class I A-6 Pass-Through Rate on the Class I A-6 Certificates, (g) as to the Class I X- 0 Certificates, the Class I A-7 Certificate Balance together with the Class I A-7 Unpaid Interest Shortfall and one month's interest at the Class I A-7 Pass-Through Rate on the Class I A-7 Certificates, (h) as to the Class II A-1 Certificates, the Class II A-1 Certificate Balance together with the Class II A-1 Unpaid Interest Shortfall and one month's interest at the Class II A-1 Pass-Through Rate on the Class II A-1 Certificates, and (i) as to the Class II A-2 Certificates, the Class II A-2 Certificate Balance together with the II Class II A-2 Unpaid Interest Shortfall and one month's interest at the Class II A-2 Pass-Through Rate on the Class II A-2 Certificates. 100any unreimbursed Draw Amounts.
(iii) Upon such termination, any amounts remaining in either the Certificate Account (other than amounts retained to meet claims) shall be paid to the Class R Certificateholders. Following such final deposit, the Servicer shall prepare and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. The distribution on the final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of the Certificates and the Class R Certificate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenpoint Credit LLC)
