Common use of Termination Upon Purchase by the Master Servicer or Liquidation Clause in Contracts

Termination Upon Purchase by the Master Servicer or Liquidation. OF ALL HOME LOANS; PARTIAL REDEMPTION. (a) The respective obligations and responsibilities of the Master Servicer, the Issuer and the Indenture Trustee created hereby shall terminate upon the last action required to be taken by the Issuer pursuant to the Trust Agreement and by the Indenture Trustee pursuant to the Indenture following the earlier of: (i) the date on or before which the Indenture or Trust Agreement is terminated, or (ii) the purchase by the Master Servicer from the Issuer of all Home Loans and all property acquired in respect of any Home Loan at a price equal to the Termination Price. The right of the Master Servicer to purchase the assets of the Issuer pursuant to clause (ii) above on any Payment Date is conditioned upon the Pool Balance (after applying payments received in the related Collection Period) as of such Payment Date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans. If such right is exercised by the Master Servicer, the Master Servicer shall deposit the Termination Price calculated pursuant to clause (ii) above with the Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchased. (b) Subject to the provisions of clause (c) below, the Master Servicer has the right to purchase a portion of the assets of the Issuer upon the Pool Balance (after applying payments received in the related Collection Period) as of such date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans at a price equal to the Termination Price. If such right is exercised by the Master Servicer, the Master Servicer shall deposit the Termination Price with the Indenture Trustee pursuant to Section 5.02 of the Indenture and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchased. (c) With respect to any purchase of a portion of the Home Loans by the Master Servicer pursuant to subsection (b) above or this subsection (c), the following conditions must be satisfied: (i) the Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer a loan schedule containing a list of all Home Loans remaining in the Trust after such removal; (ii) the Master Servicer shall represent and warrant that no selection procedures adverse to the interests of the Securityholders or the Credit Enhancer were used by the Master Servicer in selecting such Home Loans; and (iii) each Rating Agency shall have notified the Master Servicer that such retransfer would not result in a reduction or withdrawal of the ratings of the Securities, if determined without regard to the Credit Enhancement Instrument. (d) The Master Servicer, at its expense, shall prepare and deliver to the Indenture Trustee for execution, at the time the Home Loans are to be released to the Master Servicer, appropriate documents assigning each such Home Loan from the Indenture Trustee or the Issuer to the Master Servicer or the appropriate party. (e) The Master Servicer shall give the Indenture Trustee not less than seven Business Days' prior written notice of the Payment Date on which the Master Servicer anticipates that the final distribution will be made to Noteholders. Notice of any termination, specifying the anticipated Final Scheduled Payment Date or other Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes to the Indenture Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer to the Indenture Trustee specifying: (i) the anticipated Final Scheduled Payment Date or other Payment Date upon which final payment of the Notes is anticipated to be made upon presentation and surrender of Notes at the office or agency of the Indenture Trustee therein designated; and (ii) the amount of any such final payment, if known.

Termination Upon Purchase by the Master Servicer or Liquidation. OF ALL HOME LOANSof All Home Loans; PARTIAL REDEMPTIONPartial Redemption. (a) The respective obligations and responsibilities of the Master Servicer, the Issuer and the Indenture Trustee created hereby shall terminate upon the last action required to be taken by the Issuer pursuant to the Trust Agreement and by the Indenture Trustee pursuant to the Indenture following the earlier of: (i) the date on or before which the Indenture or Trust Agreement is terminated, or (ii) the purchase by the Master Servicer from the Issuer of all Home Loans and all property acquired in respect of any Home Loan at a price equal to the Termination Price. The right of the Master Servicer to purchase the assets of the Issuer pursuant to clause (ii) above on any Payment Date is conditioned upon the Pool Balance (after applying payments received in the related Collection Period) as of such Payment Date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans; provided, however, that no such purchase will be permitted if it would result in a draw under the Credit Enhancement Instrument or will result in any amounts owing to the Credit Enhancer remaining unreimbursed, unless, in either case, the Credit Enhancer consents (so long as no Credit Enhancer Default has occurred and is continuing) in writing to the purchase. If such right is exercised by the Master Servicer, the Master Servicer shall deposit the Termination Price calculated pursuant to clause (ii) above with the Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchased. (b) Subject to the provisions of clause (c) below, the Master Servicer has the right to purchase a portion of the assets of the Issuer upon the Pool Balance (after applying payments received in the related Collection Period) as of such date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans at a price equal to the Termination Price. If such right is exercised by the Master Servicer, the Master Servicer shall deposit the Termination Price with the Indenture Trustee pursuant to Section 5.02 of the Indenture and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchased. (c) With respect to any purchase of a portion of the Home Loans by the Master Servicer pursuant to subsection (b) above or this subsection (c), the following conditions must be satisfied: (i) the Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer a loan schedule containing a list of all Home Loans remaining in the Trust after such removal; (ii) the Master Servicer shall represent and warrant that no selection procedures adverse to the interests of the Securityholders or the Credit Enhancer were used by the Master Servicer in selecting such Home Loans; and (iii) each Rating Agency shall have notified the Master Servicer that such retransfer would not result in a reduction or withdrawal of the ratings of the Securities, if determined without regard to the Credit Enhancement Instrument. (d) The Master Servicer, at its expense, shall prepare and deliver to the Indenture Trustee for execution, at the time the Home Loans are to be released to the Master Servicer, appropriate documents assigning each such Home Loan from the Indenture Trustee or the Issuer to the Master Servicer or the appropriate party. (ec) The Master Servicer shall give the Indenture Trustee not less than seven Business Days' prior written notice of the Payment Date on which the Master Servicer anticipates that the final distribution will be made to Noteholders. Notice of any termination, specifying the anticipated Final Scheduled Insured Payment Date or other Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes to the Indenture Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer to the Indenture Trustee specifying: (i) the anticipated Final Scheduled Insured Payment Date or other Payment Date upon which final payment of the Notes is anticipated to be made upon presentation and surrender of Notes at the office or agency of the Indenture Trustee therein designated; and (ii) the amount of any such final payment, if known.

Termination Upon Purchase by the Master Servicer or Liquidation. OF ALL HOME LOANSof All Home Loans; PARTIAL REDEMPTIONPartial Redemption. (a) The respective obligations and responsibilities of the Master Servicer, the Issuer and the Indenture Trustee created hereby shall terminate upon the last action required to be taken by the Issuer pursuant to the Trust Agreement and by the Indenture Trustee pursuant to the Indenture following the earlier of: (i) the date on or before which the Indenture or Trust Agreement is terminated, or (ii) the purchase by the Master Servicer from the Issuer of all Home Loans and all property acquired in respect of any Home Loan at a price equal to the Termination Price. The right of the Master Servicer to purchase the assets of the Issuer pursuant to clause (ii) above on any Payment Date is conditioned upon the Pool Balance (after applying payments received in the related Collection Period) as of such Payment Date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans. If such right is exercised by the Master Servicer, the Master Servicer shall deposit the Termination Price calculated pursuant to clause (ii) above with the Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchased. (b) Subject to the provisions of clause (c) below, the Master Servicer has the right to purchase a portion of the assets of the Issuer upon the Pool Balance (after applying payments received in the related Collection Period) as of such date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans at a price equal to the Termination Price. If such right is exercised by the Master Servicer, the Master Servicer shall deposit the Termination Price with the Indenture Trustee pursuant to Section 5.02 of the Indenture and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchased. (c) With respect to any purchase of a portion of the Home Loans by the Master Servicer pursuant to subsection (b) above or this subsection (c), the following conditions must be satisfied: (i) the Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer a loan schedule containing a list of all Home Loans remaining in the Trust after such removal; (ii) the Master Servicer shall represent and warrant that no selection procedures adverse to the interests of the Securityholders or the Credit Enhancer were used by the Master Servicer in selecting such Home Loans; and (iii) each Rating Agency shall have notified the Master Servicer that such retransfer would not result in a reduction or withdrawal of the ratings of the Securities, if determined without regard to the Credit Enhancement Instrument. (d) The Master Servicer, at its expense, shall prepare and deliver to the Indenture Trustee for execution, at the time the Home Loans are to be released to the Master Servicer, appropriate documents assigning each such Home Loan from the Indenture Trustee or the Issuer to the Master Servicer or the appropriate party. (ec) The Master Servicer shall give the Indenture Trustee not less than seven Business Days' prior written notice of the Payment Date on which the Master Servicer anticipates that the final distribution will be made to Noteholders. Notice of any termination, specifying the anticipated Final Scheduled Payment Date or other Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes to the Indenture Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer to the Indenture Trustee specifying: (i) the anticipated Final Scheduled Payment Date or other Payment Date upon which final payment of the Notes is anticipated to be made upon presentation and surrender of Notes at the office or agency of the Indenture Trustee therein designated; and (ii) the amount of any such final payment, if known.

Termination Upon Purchase by the Master Servicer or Liquidation. OF ALL HOME LOANS; PARTIAL REDEMPTIONof All Home Equity Loans. (a) The Subject to Section 10.02, the respective obligations and responsibilities of the Master Servicer, the Issuer Servicer and the Indenture Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligations of the Master Servicer under Section 9.05 and to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Issuer Trustee on the final Distribution Date pursuant to the Trust Agreement and by the Indenture Trustee pursuant to the Indenture this Article X following the earlier of: earliest of (i) the date on or before which the Indenture or Trust Agreement is terminated, or (ii) the purchase by the Master Servicer from the Issuer of all Home Equity Loans and all property acquired in respect of any Home Equity Loan remaining in the Trust Fund, as described below, (ii) the sale of the assets of the Trust Fund as described below or (iii) the final payment or other liquidation of the last Home Equity Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Home Equity Loan; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 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. Xxxxx, living on the date hereof. (b) The Master Servicer (i) may at its option purchase all Home Equity Loans pursuant to clause (i) of Section 10.01(a) on any Distribution Date upon which the Pool Balance immediately prior to such Distribution Date shall be equal to or less than ten percent (10%) of the Cut-off Date Pool Balance and (ii) should the Trust Balances of any Home Equity Loans remain outstanding on the Distribution Date in September 2037 shall purchase all such Trust Balances on such Distribution Date, in each case at a price equal to the Termination greatest of (x) the aggregate of the Loan Balances of the Home Equity Loans as of the first day of the Collection Period applicable to such final Distribution Date, plus one month's interest at the applicable Net Loan Rate on the Loan Balance of each Home Equity Loan (including any Foreclosed Home Equity Loans), (y) the aggregate fair market value (as determined by the Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to clause (c) of this Section 10.01) of all of the assets of the Trust Fund, and (z) the sum of (1) the Class A Certificate Balance together with any Class A Unpaid Interest Shortfall and interest accrued during the related Accrual Period thereon at the Class A Pass-Through Rate, (2) the Class M Certificate Balance together with any Class M Unpaid Interest Shortfall and interest accrued during the related Accrual Period thereon at the Class M Pass-Through Rate and (3) the Class B Certificate Balance together with any Class B Unpaid Interest Shortfall and interest accrued during the related Accrual Period thereon at the Class B Pass-Through Rate (the greatest of (x), (y) and (z) being referred to herein as the "Pool Purchase Price"). The right In connection with such purchase, the Master Servicer shall provide to the Trustee the certification required by Section 3.07 and the Trustee shall, promptly following payment of the Pool Purchase Price, execute proper instruments acknowledging termination and discharge of this Agreement. Any obligation of the Master Servicer to so purchase the assets each Home Equity Loan as provided herein shall be solely that of the Issuer pursuant original Master Servicer and shall survive any resignation or termination of the original Master Servicer hereunder. If for any reason the Master Servicer fails to make the purchase required by clause (ii) above on any Payment Date is conditioned upon of Section 10.01(b), then in accordance with such procedures as the Pool Balance (after applying payments received Trustee in the related Collection Period) as of such Payment Date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans. If such right is exercised by the Master Servicerits sole judgment shall deem appropriate, the Master Servicer Trustee shall deposit conduct an auction (the Termination Price calculated pursuant to clause (ii"Final Auction") above with the Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchased. (b) Subject to the provisions of clause (c) below, the Master Servicer has the right to purchase a portion of the assets of the Issuer upon the Pool Balance Trust Fund (after applying payments received other than amounts on deposit in the related Collection PeriodUpper-Tier and Lower-Tier Certificate Accounts) as of such date being less than ten percent in order to effect a termination of the aggregate Trust Fund promptly thereafter. The Master Servicer or any Affiliate thereof may bid at such Final Auction but shall not be required to do so. The Trustee shall sell and transfer the assets of the Cut-off Date Loan Balances of the Home Loans at a price equal Trust Fund, without recourse, to the Termination Price. If such right is exercised by highest bidder therefor at the Master Servicer, the Master Servicer Final Auction and shall deposit the Termination Price with the Indenture Trustee pursuant to Section 5.02 purchase price therefor, less all expenses of the Indenture andFinal Auction, upon including all reasonable fees and expenses of any third parties engaged by the receipt of such depositTrustee to assist in the Final Auction process, in the Indenture Trustee or Custodian shall release to the Master Servicer, the files pertaining to the Home Loans being purchasedLower- Tier Certificate Account. (c) With respect to any purchase of a portion of the Home Loans by the Master Servicer pursuant to subsection (b) above or this subsection (c), the following conditions must be satisfied: (i) the Master Servicer shall have delivered to the Indenture Trustee and the Credit Enhancer a loan schedule containing a list of all Home Loans remaining in the Trust after such removal; (ii) the Master Servicer shall represent and warrant that no selection procedures adverse to the interests of the Securityholders or the Credit Enhancer were used by the Master Servicer in selecting such Home Loans; and (iii) each Rating Agency shall have notified the Master Servicer that such retransfer would not result in a reduction or withdrawal of the ratings of the Securities, if determined without regard to the Credit Enhancement Instrument. (d) The Master Servicer, at its expense, shall prepare and deliver to the Indenture Trustee for execution, at the time the Home Loans are to be released to the Master Servicer, appropriate documents assigning each such Home Loan from the Indenture Trustee or the Issuer to the Master Servicer or the appropriate party. (e) The Master Servicer shall give the Indenture Trustee not less than seven Business Days' prior written notice of the Payment Date on which the Master Servicer anticipates that the final distribution will be made to Noteholders. Notice of any termination, specifying the anticipated Final Scheduled Payment Date or other Payment Distribution Date (which shall be a date that would otherwise be a Payment Distribution Date) upon which the Noteholders Certificateholders may surrender their Notes Certificates to the Indenture Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Trustee (upon receipt of written directions from the Master Servicer, if the Master Servicer is purchasing the assets of the Trust Fund, which direction shall be received not later than the first day of the month preceding the month of such final distribution date) by letter to Certificateholders mailed not earlier than the Indenture Trustee specifying: 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (i) the anticipated Final Scheduled Payment Date or other Payment Distribution Date upon which final payment distribution of the Notes is anticipated to Certificates will be made upon presentation and surrender of Notes Certificates at the office or agency of the Indenture Trustee therein designated; and , (ii) the amount of any such final distribution and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. In the event written directions are delivered by the Master Servicer to the Trustee as described in the preceding sentence, the Master Servicer shall deposit in the Lower-Tier Certificate Account on or before the Distribution Date for such final distribution in immediately available funds an amount which, when added to the amount on deposit in the Lower-Tier and Upper-Tier Certificate Accounts, will be equal to the purchase price for the assets of the Trust Fund computed as above provided. Such deposit shall be in lieu of the deposit otherwise required to be made in respect of such Distribution Date pursuant to Section 4.02. (d) Upon presentation and surrender of the Certificates, the Trustee shall, to the extent of funds available in the Lower- Tier and Upper-Tier Certificate Accounts cause to be distributed to Certificateholders on the Distribution Date for such final distribution in proportion to their respective Percentage Interests an amount equal to (i) in the case of Holders of the Class A Certificates, the Class A Certificate Balance together with any Class A Unpaid Interest Shortfall plus interest accrued during the related Accrual Period at the Class A Pass-Through Rate on such amounts, (ii) in the case of the Class M Certificates, the Class M Certificate Balance together with any Class M Unpaid Interest Shortfall plus interest accrued during the related Accrual Period at the Class M Pass-Through Rate on such amounts, and (iii) in the case of Holders of the Class B Certificates, the Class B Certificate Balance together with any Class B Unpaid Interest Shortfall plus interest accrued during the related Accrual Period at the Class B Pass-Through Rate on such amounts. Upon such termination, any amounts remaining on deposit in the Upper-Tier Certificate Account (other than the amounts retained to meet claims) after application pursuant to the preceding sentence up to $25 million in the aggregate shall be distributed to Holders of the Class C Certificates in proportion to their respective Percentage Interests and any remainder to Holders of the Class R Certificates in proportion to their respective Percentage Interests therein. Prior to the distribution referred to in the immediately preceding sentence, any amounts in the Lower-Tier Certificate Account shall be transferred to the Upper-Tier Certificate Account. The distribution on such final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. (e) In the event that all of the Certificateholders shall not surrender their Certificates for final payment and cancellation on or before such final Distribution Date, the Trustee shall on such date cause all funds in the Upper-Tier Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account (which shall be an Eligible Account) for the benefit of such Certificateholders and the Master Servicer (if the Master Servicer has exercised its right to repurchase the assets of the Trust Fund), or the Trustee (in any other case) and shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If, within the period then specified in the escheat laws of the State of New York after such notice, such amount remains unclaimed, the Holders of the Class R Certificates shall be entitled to all unclaimed funds and other assets which remain subject hereto and the Trustee upon transfer of such funds shall be discharged of any responsibility for such funds, and the Certificateholders shall look to the Holder of the Class R Certificates for payment, if known.