Common use of Termination Upon Option of the Servicer Clause in Contracts

Termination Upon Option of the Servicer. (a) On any Distribution Date on or after the Clean-Up Call Date, the Servicer may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d)), which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return of the REMICs created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans to the Servicer for cash; and (iii) At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time. (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s final tax return, which shall be binding upon all successor Owners. (f) In connection with any purchase pursuant to Section 9.02(a), the Servicer shall provide to the Trustee at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunder. (g) Promptly following any purchase described in Section 9.02(a), the Trustee will release the Files to the Servicer or otherwise upon its order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages from the Trustee to the appropriate person.

Termination Upon Option of the Servicer. (a) On any Distribution Monthly Remittance Date on or after the Clean-Up Call Date, the Servicer may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer, the Servicer and such Owners of the Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d))Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return Tax Return of the REMICs REMIC created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans assets of the Trust Estate to the Servicer for cash; and (iii) At the time of the making of the final payment on the CertificatesCertificates and payment of all amounts owed to the Certificate Insurer, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time. (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s 's final tax returnTax Return, which shall be binding upon all successor Owners. (fd) In connection with any purchase pursuant to Section 9.02(a)such purchase, the Servicer shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunderREMIC Estate. (ge) If the Servicer does not exercise its option pursuant to this Section 9.02 with respect to the Trust Estate, then the Certificate Insurer may purchase the Trust Estate pursuant to this Section 9.02. (f) Promptly following any purchase described in this Section 9.02(a)9.02, the Trustee will release the Files to the Servicer or the Certificate Insurer, as the case may be, or otherwise upon its their order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages from the Trustee to the appropriate person.

Termination Upon Option of the Servicer. (a) On any Distribution Monthly Remittance Date on or after the Clean-Up Call Date, the Servicer may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer, the Servicer and the Owners of the Class X-IO and Class R Certificates (if such terms result in payment to the Holders of the Class A Certificates of their entire balance and interest at their Certificate Rate (and any Carry-Forward Amount)), or (ii) in the absence of such an agreement, at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d))Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return Tax Return of the REMICs created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans assets of the Trust Estate to the Servicer for cash; and (iii) At the time of the making of the final payment on the CertificatesCertificates and payment of all amounts owed to the Certificate Insurer, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time. (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s 's final tax returnTax Return, which shall be binding upon all successor Owners. (fd) In connection with any purchase pursuant to Section 9.02(a)such purchase, the Servicer shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunderREMIC I and REMIC II. (ge) Promptly following any purchase described in this Section 9.02(a)9.02, the Trustee will release the Files to the Servicer or the Certificate Insurer, as the case may be, or otherwise upon its their order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages from the Trustee to the appropriate person.

Termination Upon Option of the Servicer. (a) On any Distribution Monthly Remittance Date on or after the Clean-Up Call Date, the Servicer may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer, the Servicer and such Owners of the Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d))Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements:: 118 (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return Tax Return of the REMICs REMIC created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans assets of the Trust Estate to the Servicer for cash; and (iii) At the time of the making of the final payment on the CertificatesCertificates and payment of all amounts owed to the Certificate Insurer, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time. (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s 's final tax returnTax Return, which shall be binding upon all successor Owners. (fd) In connection with any purchase pursuant to Section 9.02(a)such purchase, the Servicer shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunderREMIC Estate. (ge) If the Servicer does not exercise its option pursuant to this Section 9.02 with respect to the Trust Estate, then the Certificate Insurer may purchase the Trust Estate pursuant to this Section 9.02. (f) Promptly following any purchase described in this Section 9.02(a)9.02, the Trustee will release the Files to the Servicer or the Certificate Insurer, as the case may be, or otherwise upon its their order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages from the Trustee to the appropriate person.

Termination Upon Option of the Servicer. (a) On any Distribution Monthly Remittance Date on or after the Clean-Up Call Date, the Servicer may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer, the Servicer and the Owners of the Class X-IO and Class R Certificates (if such terms result in payment to the Holders of the Class A Certificates of their entire balance and interest at their Certificate Rate (and any Carry-Forward Amount)), or (ii) in the absence of such an agreement, at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d))Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return Tax Return of the REMICs created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans assets of the Trust Estate to the Servicer for cash; and (iii) At the time of the making of the final payment on the CertificatesCertificates and payment of all amounts owed to the Certificate Insurer, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time.. 115 (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s 's final tax returnTax Return, which shall be binding upon all successor Owners. (fd) In connection with any purchase pursuant to Section 9.02(a)such purchase, the Servicer shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunderREMIC I and REMIC II. (ge) Promptly following any purchase described in this Section 9.02(a)9.02, the Trustee will release the Files to the Servicer or the Certificate Insurer, as the case may be, or otherwise upon its their order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages from the Trustee to the appropriate person.

Termination Upon Option of the Servicer. (a) On any Distribution Monthly Remittance Date on or after the Clean-Up Call Date, the Servicer may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer, the Servicer and the Owners of the Class X-IO and Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d))Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return Tax Return of the REMICs created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans assets of the Trust Estate to the Servicer for cash; and (iii) At the time of the making of the final payment on the CertificatesCertificates and payment of all amounts owed to the Certificate Insurer, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time. (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s 's final tax returnTax Return, which shall be binding upon all successor Owners. (fd) In connection with any purchase pursuant to Section 9.02(a)such purchase, the Servicer shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunderREMIC I and REMIC II. (ge) Promptly following any purchase described in this Section 9.02(a)9.02, the Trustee will release the Files to the Servicer or the Certificate Insurer, as the case may be, or otherwise upon its their order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages from the Trustee to the appropriate person.

Termination Upon Option of the Servicer. (a) On any Distribution Monthly Remittance Date on or after the Clean-Up Call Date, the Servicer may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer, the Servicer and the Owners of the Class X-IO and Class R Certificates (if such terms result in payment to the Holders of the Class A Certificates of their entire balance and interest at their Certificate Rate (and any Carry-Forward Amount)), or (ii) in the absence of such an agreement, at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d))Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return Tax Return of the REMICs created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans assets of the Trust Estate to the Servicer for cash; and (iii) At the time of the making of the final payment on the CertificatesCertificates and payment of all amounts owed to the Certificate Insurer, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time. (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s 's final tax returnTax Return, which shall be binding upon all successor Owners. (fd) In connection with any purchase pursuant to Section 9.02(a)such purchase, the Servicer shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunderREMIC I and REMIC II. (ge) Promptly following any purchase described in this Section 9.02(a)9.02, the Trustee will release the Files to the Servicer or the Certificate Insurer, as the case may be, or otherwise upon its their order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages mortgage from the Trustee to the appropriate person.

Termination Upon Option of the Servicer. (a) On any Distribution Monthly Remittance Date on or after the Clean-Up Call Date, the Servicer may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer, the Servicer and such Owners of the Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to the Termination Price. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account (less amounts permitted to be withdrawn by the Servicer pursuant to Section 8.08 (d))Account, which deposit shall be deemed to have occurred immediately preceding such purchase. (b) In the event that the Servicer purchases all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements: (i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final tax return Tax Return of the REMICs REMIC created hereunder pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder; (ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Trustee shall sell all of the Home Equity Loans assets of the Trust Estate to the Servicer for cash; and (iii) At the time of the making of the final payment on the CertificatesCertificates and payment of all amounts owed to the Certificate Insurer, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Owners of the Class X-IO and Class R Certificates all cash on hand in the Trust Estate (other than cash retained to meet claims), and the Trust Estate shall terminate at that time. (c) [Reserved]. (d) [Reserved]. (e) By their acceptance of the Certificates, the Owners thereof hereby agree to authorize the Trustee to specify the first day in the 90-day liquidation period in a statement attached to the Trust Estate’s 's final tax returnTax Return, which shall be binding upon all successor Owners. (fd) In connection with any purchase pursuant to Section 9.02(a)such purchase, the Servicer shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel at the expense of the Servicer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes a Qualified Liquidation of all of the REMICs created hereunderREMIC Estate. (ge) Promptly following any purchase described in this Section 9.02(a)9.02, the Trustee will release the Files to the Servicer or the Certificate Insurer, as the case may be, or otherwise upon its their order, in a manner similar to that described in Section 8.14 hereof. The Servicer will promptly prepare and record assignments of Mortgages from the Trustee to the appropriate person.