Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The obligations and responsibilities of the Depositor, the Transferor, the Master Servicer, the Trust Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (i) the purchase, in accordance with this Section 10.01, of all Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price equal to the sum of (x) the aggregate Clean-up Call Mortgage Loan Price for all the Mortgage Loans and (y) the aggregate Clean-up Call REO Property Price for all the REO Properties, and (ii) the later of (x) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (y) the distribution to the Holders of the Certificates of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. The right of the Master Servicer to elect to exercise its termination rights pursuant to this clause (a) shall be conditioned upon the Aggregate Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.
(b) Within two (2) Business Days after the Master Servicer has elected to exercise its termination rights pursuant to Section 10.01(a), the Master Servicer shall deliver a bid notice for the Mortgage Loans and the REO Properties to UBS Securities LLC and at least two other institutions that are regular purchasers and/or sellers in the secondary market of residential whole Mortgage Loans. The bid notice shall specify the Mortgage Loans and the REO Properties that are being sold, and identify the aggregate Clean-up Call REO Property Price required to be paid for the REO Properties and the other information necessary for the bidders to make bids. The Master Servicer shall also be entitled to submit a bid for the Mortgage Loans and the REO Properties. All bids must be submitted to the Master Servicer on a date determined by the Master Servicer, which date shall be set forth in the bid notice. Only cash bids may be accepted. With respect to the Mortgage Loans to be purchased, if one or...
Termination upon Liquidation or Purchase of all Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Transferor, the Master Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Master Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than Mortgage Loans for which the related Mortgaged Property has become REO Property) plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at the expense of the Master Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Aggregate Pool Principal Balance, at the time of any such repurchase, aggregating less than five percent of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.
Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer or the Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of:
(i) with respect to Loan Group I or Loan Group II the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group I and Loan Group II and all property acquired in respect of any Mortgage Loan remaining in such Loan Group I and Loan Group II, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group I and Loan Group II being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date; and
(ii) with respect to Loan Group III, the purchase by the Terminating Entity at its election, of all Mortgage Loans in Loan Group III and all property acquired in respect of any Mortgage Loan remaining in Loan Group III, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to Loan Group III, being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans in Loan Group III, at the time of the purchase is equal to 5% or less of the aggregate Principal Balance of the Mortgage Loans in Loan Group III as of the Cut-off Date; or
(B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agre...
Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, the Servicers, the Modification Oversight Agent, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the Trust Fund created hereby shall terminate upon the earlier of:
(A) the purchase by the Terminating Entity, at its election, of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”) on or after the date on which the aggregate Principal Balance of the Mortgage Loans, at the time of the purchase is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date; or
(B) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; or
(C) the purchase by the Auction Purchaser of all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the “Trust Collateral”) as described below. In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Kennedy, former Ambassador of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The “Mortgage Loan Purchase Price” for any such Optional Termination shall be equal to the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any Mortgage Loan currently serviced by the entity exercising such Optional Termination) and ...
Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator and the Indenture Trustee created hereby with respect to the Trust shall terminate upon the earlier of:
(i) the purchase by the Residual Holder or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and
(ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust and the disposition of all REO Property and (B) the payment to Noteholders and the Swap Counterparty of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof, and (ii) the Latest Possible Maturit...
Termination upon Liquidation or Purchase of all Mortgage Loans. Subject to Section 10.03, the respective obligations and responsibilities of the Master Servicer, the Depositor and the Trustee created hereby (other than obligations expressly stated to survive the termination of the Trust Fund) shall terminate on the date (the “Termination Date”) which is the earlier to occur of:
(i) the day after the day on which the Certificates, including any Deferred Principal Amounts owed thereon, are paid in full (including payment pursuant to Section 10.02 below); and
(ii) the date that is 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.
Termination upon Liquidation or Purchase of all Mortgage Loans. The obligations and responsibilities of the Master Servicer, the Special Servicer, the Modification Oversight Agent, the Servicers, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Loan Group(s) created hereby shall terminate upon the earlier of:
(a) (i) with respect to the Pass-Through Loan Group, the purchase by the Terminating Entity, at its election, of all Mortgage Loans in the Pass-Through Loan Group and all property acquired in respect of any remaining Mortgage Loan in the Related Pass-Through Loan Group, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to such Mortgage Loans being herein referred to as the "Optional Termination Date") on or after the date on which the aggregate Principal Balance of the Mortgage Loans in the Pass-Through Loan Group, at the time of the purchase is less than or equal to 5% of the Aggregate Loan Group Balance of the Pass-Through Loan Group as of the Cut-off Date; or
Termination upon Liquidation or Purchase of all Mortgage Loans. Final Distribution on the Certificates........................... Section 9.03
Termination upon Liquidation or Purchase of all Mortgage Loans. (a) This Agreement shall terminate upon the earlier of the earlier of (i) the satisfaction and discharge of the Indenture and notice to the Indenture Trustee of such discharge, the disposition of all funds with respect to the Collateral and the payment of all amounts due and payable to the Securityholders (including, if such discharge is made pursuant to Section 7.2 below, the Redemption Price for the Notes) and all other fees and expenses of the Indenture Trustee (including the Indenture Trustee as Paying Agent), the Owner Trustee, the Administrator, the Master Servicer, the Servicers and the Issuer pursuant to this Agreement and the Indenture; or (ii) mutual written consent of the Master Servicer, the Seller, the Depositor, the Indenture Trustee, the Issuer and all then Securityholders in writing.
Termination upon Liquidation or Purchase of all Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Seller, the Master Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Master Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at the expense of the Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property and (iii) any remaining unpaid costs and damages incurred by the Trust Fund that arises out of a violation of any predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule III, in all cases plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof and (ii) the Latest Possible Maturity Date. The Master Servicer shall have the right to purchase all Mortgage Loans and REO Properties in the Trust Fund pursuant to clause (a) in the preceding paragraph of this Section 9.01 only on or after the date on which the Master Servicer determines that the customary and reasonable costs and expenses incurred in the performance of the Master Servicer of its servicing obligations hereunder exceed the benefits accruing to the Master Servicer; provided, however, that in no event shall the Master Servicer exercise its right to purchase all Mortgage Loans and REO Properties in the Trust Fund pursuant to clause (a) in the preceding paragraph of this Section 9.01 before the date on which the Pool Stated Principal Balance, at the time of any such ...
