Common use of Termination upon repurchase by CMSI or liquidation of all mortgage loans Clause in Contracts

Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly release to CMSI the mortgage files for the mortgage loans. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Trust, Series 2007-2), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

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Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i860F­(a)(4)­(A)(i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian Note Custodian, and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly direct the Mortgage Note Custodian and CitiMortgage to release the related mortgage file to CMSI the mortgage files for the mortgage loansCMSI. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A8)

Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) · plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly release to CMSI the mortgage files for the mortgage loans. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) · plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i860F­(a)(4)­(A)(i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian Note Custodian, and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly direct the Mortgage Note Custodian and CitiMortgage to release the related mortgage file to CMSI the mortgage files for the mortgage loansCMSI. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i860F(a)(4) (A) (i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian Note Custodian, and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly direct the Mortgage Note Custodian and CitiMortgage to release the related mortgage file to CMSI the mortgage files for the mortgage loansCMSI. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Trust, Series 2007-6)

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Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly release to CMSI the mortgage files for the mortgage loans. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A2)

Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i860F(a)(4) (A)(i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian Note Custodian, and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly direct the Mortgage Note Custodian and CitiMortgage to release the related mortgage file to CMSI the mortgage files for the mortgage loansCMSI. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A7)

Termination upon repurchase by CMSI or liquidation of all mortgage loans. The obligations and responsibilities of CMSI, CitiMortgage and the Trustee under, and the Trust Fund created by, this agreement will terminate upon (a) the repurchase by CMSI of all of the mortgage loans and all property acquired in respect of any mortgage loan remaining in the Trust Fund, or (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 property acquired upon foreclosure or by deed in lieu of foreclosure of any mortgage loan and (ii) the payment to the certificate holders and to the Insurer, as subrogee of any insured class certificates, of all amounts required to be paid to them pursuant to this agreement; provided, however, that in no event will the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the lawful descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States of America to the Court of St. James’s, living on the date of this agreement. CMSI’s right to repurchase all of the mortgage loans on any distribution day pursuant to clause (a) above will be conditioned upon · the aggregate scheduled principal balances of such mortgage loans, at the time of any such repurchase and after giving effect to distributions to be made on such distribution day, aggregating an amount less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the closing date, which amount is set forth in the Series Terms and · any other condition set forth in the Series Terms. The repurchase of the mortgage loans and other property under clause (a) above will be at a price equal to the sum of · 100% of the unpaid principal balance of each mortgage loan on the first day of the month of repurchase (after giving effect to payments of principal due on such first day) · plus accrued interest at the pass-through rate for each mortgage loan to but not including the first day of the month in the month in which the related distribution is made to certificate holders, after the deduction of (x) unreimbursed voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances, and advance account advances (other than such payments and advances in respect of interest in excess of the pass-through rate on the mortgage loans) made prior to the month of repurchase, whereupon such voluntary advances, affiliated Paying Agent advances, third-party Paying Agent advances and advance account advances will be reimbursed to the Paying Agent or deemed reimbursed to CitiMortgage, as the case may be, by such deductions, and (y) the aggregate amount of any non-supported prepayment interest shortfalls for the distribution day in the month of such repurchase, and · the appraised value of any acquired property in the Trust Fund (less the good faith estimate of CitiMortgage of liquidation expenses to be incurred in connection with its disposal thereof), such appraisal to be conducted by an appraiser mutually agreed upon by CitiMortgage and the Trustee. Notwithstanding anything to the contrary in this section 9.1, if the purchase price of the mortgage loans under clause (a) above would be less than the aggregate fair market value of the mortgage loans on the first day of the month of repurchase (after giving effect to payments of principal due on such first day), then CMSI may so repurchase the mortgage loans only if the repurchase would be permitted under then-applicable risk-based capital rules applicable to securitizations treated as sales. Any method of termination or repurchase of the Trust Fund other than as provided in clauses (a) or (b) above must be based on the receipt by the Trustee of an opinion of counsel (who may not be an employee of CMSI or of an affiliate of CMSI) or other evidence that such termination and repurchase will be part of a “qualified liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A), will not adversely affect the status of the Trust Fund as separate constituent REMICs under the Internal Revenue Code and will not otherwise subject the Trust Fund to any tax. CMSI may transfer its right to repurchase all of the mortgage loans pursuant to clause (a) above to any third party of choice. Such termination will occur only in connection with a “qualified liquidation” of each constituent REMIC within the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose of all of the remaining assets of the Trust Fund and make all required distributions to certificate holders within 90 days of the adoption of a plan of complete liquidation. For this purpose, the notice of termination described in the next paragraph will be the adoption of a plan of complete liquidation described in Internal Revenue Code Section 860F-(a)(4)-(A)(i), which will be deemed to occur on the date the first such notice is mailed. Such date will be specified in the final federal income tax return of each constituent REMIC constituted by the Trust Fund. Notice of a termination, specifying the distribution day upon which the certificate holders may surrender their certificates to the Paying Agent for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to the certificate holders mailed not earlier than 30 days nor more than 60 days prior to such distribution day specifying · the distribution day upon which final payment of the certificates will be made · upon presentation and surrender of the certificates at the office of the Paying Agent designated in the notice, · the amount of the final distribution, and · that the record date otherwise applicable to such distribution day will not apply, and that distributions will be made only upon presentation and surrender of the certificates at the designated office of the Paying Agent. CMSI will give such notice to the Trustee and, if applicable, the Certificate Registrar, the Mortgage Document Custodian and the Paying Agent at the time the notice is given to the certificate holders. If such notice is given, CMSI will deposit in the certificate account or the account designated by the Paying Agent, on the business day preceding the distribution day for the final distribution, an amount equal to the final distribution on the certificates. Upon certification to the Trustee by an Authorized Officer of CMSI following such final deposit, and delivery by CMSI of an opinion of counsel to the effect that all conditions set forth in this section 9.1 have been met, the Trustee will promptly release to CMSI the mortgage files for the mortgage loans. If all of the certificate holders do not surrender their certificates for cancellation within six months after the date specified in the notice, the Trustee will give a second written notice to the remaining certificate holders to surrender their certificates for cancellation and receive the final distribution. If all the certificates have not been surrendered for cancellation within one year after the second notice, the Trustee may take appropriate steps to contact the remaining certificate holders concerning surrender of their certificates, and the cost thereof will be paid out of the funds and other assets which remain subject hereto. Interest will not accrue for the period of any delay in the payment of a certificate resulting from the failure of a holder to surrender the certificate in accordance with the notice.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

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