Termination Upon Repurchase or Liquidation. of the Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)). (b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)). (c) [Reserved]. (d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A. (e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer. (f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-6), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar5), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2006-Ar3)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trust Administrator to provide for make payments in respect of the REMIC I Regular Interests and the Paying Agent to make payments to the Holders Classes of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator (on a servicing retained basis) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The ; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 and (b) the Latest Possible Maturity Date (as defined in the Preliminary Statement). Subject to Section 3.10 hereof, the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price greater of (i) the Stated Principal Balance of the Group 1 Mortgage Loans included in REMIC I-A, plus and the appraised value of each related any REO Property, if any, included in REMIC I-A, Properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer, with the consent of the Trustee, Trust Administrator 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 Holders of the Group 1 Certificates related Certificateholders pursuant to Section 9.01(e9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master The Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all I pursuant to clause (i) of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, Terminator may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(iclause (i) above only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A the Trust Fund at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all as of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesBy acceptance of a Residual Certificate, the purchase by the related Terminator Holders of the Mortgage Loans Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the REO Properties underlying the Certificates is intended to facilitate a redemption extent received in respect of such Certificates pursuant termination, to a “cleanup call” within pay any such amounts to the meaning Holders of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.Class CE Certificates.
(ec) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trust Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, I will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, and will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trust Administrator therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrust Administrator. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent Trust Administrator for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee Trust Administrator by a Servicing Officer of the making of such final deposit, the Trustee Trust Administrator shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee Trust Administrator shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(fd) Upon receipt of notice by the Paying Agent Trust Administrator of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate RegistrarTrust Administrator, the Paying Agent Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent Trust Administrator and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent Trust Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wf1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Amc1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wf2)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trust Administrator to provide for make payments in respect of the REMIC I Regular Interests and the Paying Agent to make payments to the Holders Classes of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator (on a servicing retained basis) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The ; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 and (b) the Latest Possible Maturity Date (as defined in the Preliminary Statement). Subject to Section 3.10 hereof, the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price greater of (i) the Stated Principal Balance of the Group 1 Mortgage Loans included in REMIC I-A, plus and the appraised value of each related any REO Property, if any, included in REMIC I-A, Properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer, with the consent of the Trustee, Trust Administrator 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 Holders of the Group 1 Certificates related Certificateholders pursuant to Section 9.01(e9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination payment payable to the Swap Provider (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master The Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all I pursuant to clause (i) of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, Terminator may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(iclause (i) above only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A the Trust Fund at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all as of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesBy acceptance of a Residual Certificate, the purchase Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class CE Certificates. In connection with any termination pursuant to this Section 9.01(b):
(i) At least twenty (20) days prior to the latest date on which notice of such optional termination is required to be mailed to the Certificateholders pursuant to Section 9.01(c), the Terminator shall notify in writing (which may be done in electronic format) the Swap Provider and the Trust Administrator of the final Distribution Date on which the Terminator intends to terminate the Trust Fund;
(ii) No later than 4:00 pm (New York City time) four (4) Business Days prior to the final Distribution Date specified in the notices required pursuant to Sections 9.01(c), the Swap Provider shall notify in writing (which may be done in electronic format) both the Terminator and the Trust Administrator of the amount of the Estimated Swap Termination Payment; and
(iii) Three (3) Business Days prior to the final Distribution Date specified in the notices required pursuant to Sections 9.01(c), (x) the Terminator shall, no later than 1:00 pm (New York City time) on such day, deliver to the Trust Administrator and the Trust Administrator shall deposit funds in the Distribution Account in an amount equal to the sum of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (y) if the Trust Administrator shall have determined that the all of the requirements for Optional Termination have been met, including without limitation the deposit required pursuant to the immediately preceding clause (x) as well as the requirements specified in Section 9.01(c), then the Trust Administrator shall, on the same Business Day, provide written notice to the Terminator and the Swap Provider confirming (a) its receipt of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (b) that all other requirements of the Optional Termination have been met (the “Optional Termination Notice”). Upon the delivery of the Optional Termination Notice by the related Terminator Trust Administrator pursuant to the preceding sentence, (i) the optional termination shall become irrevocable, (ii) the notice to Certificateholders of such optional termination provided pursuant to Section 9.01(c) shall become unrescindable, (iii) the Swap Provider shall determine the Swap Termination Payment in accordance with the Interest Rate Swap Agreement (which shall not exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide to the Trust Administrator written notice of the Mortgage Loans and amount of the REO Properties underlying Swap Termination Payment not later than two (2) Business Days prior to the Certificates is intended to facilitate a redemption of such Certificates final Distribution Date specified in the notices required pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(jSections 9.01(c). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A..
(ec) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trust Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator Swap Provider mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, I will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, and will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trust Administrator therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrust Administrator. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent Trust Administrator for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee Trust Administrator by a Servicing Officer of the making of such final deposit, the Trustee Trust Administrator shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee Trust Administrator shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(fd) Upon receipt of notice by the Paying Agent Trust Administrator of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate RegistrarTrust Administrator, the Paying Agent Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent Trust Administrator and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent Trust Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe2)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trust Administrator to provide for make payments in respect of the REMIC I Regular Interests and the Paying Agent to make payments to the Holders Classes of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator (on a servicing retained basis) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The ; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 and (b) the Latest Possible Maturity Date (as defined in the Preliminary Statement). Subject to Section 3.10 hereof, the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price greater of (i) the Stated Principal Balance of the Group 1 Mortgage Loans included in REMIC I-A, plus and the appraised value of each related any REO Property, if any, included in REMIC I-A, Properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer, with the consent of the Trustee, Trust Administrator 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 Holders of the Group 1 Certificates related Certificateholders pursuant to Section 9.01(e9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master The Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all I pursuant to clause (i) of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, Terminator may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(iclause (i) above only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A the Trust Fund at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all as of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesBy acceptance of a Residual Certificate, the purchase by the related Terminator Holders of the Mortgage Loans Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the REO Properties underlying the Certificates is intended to facilitate a redemption extent received in respect of such Certificates pursuant termination, to a “cleanup call” within pay any such amounts to the meaning Holders of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.Class CE Certificates.
(ec) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trust Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, I will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, and will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trust Administrator therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrust Administrator. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent Trust Administrator for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee Trust Administrator by a Servicing Officer of the making of such final deposit, the Trustee Trust Administrator shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee Trust Administrator shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(fd) Upon receipt of notice by the Paying Agent Trust Administrator of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate RegistrarTrust Administrator, the Paying Agent Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent Trust Administrator and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent Trust Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe3), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe3)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e))[Reserved].
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2007-Ar7)
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Master Servicer or its designee of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by at the expense of the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The respect thereof); provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in January 2033 and (ii) 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, and provided further that the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A price set forth above shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-Aincreased as is necessary, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with to avoid disqualification of either REMIC I or REMIC II as a REMIC. In the consent of the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice case of any repurchase by the Master Servicer pursuant to clause (i), the Master Servicer shall include in such termination is furnished repurchase price the amount of any Advances that will be reimbursed to Holders of the Group 2 Certificates Master Servicer pursuant to Section 9.01(e)).
(c3.11(iii) [Reserved].
(d) The related Terminator and the Master Servicer shall have exercise reasonable efforts to cooperate fully with the right to purchase all Trustee in effecting such repurchase and the transfer of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all related Mortgage Files and related records to the Master Servicer. The right of the Group 2 Master Servicer or its designee to repurchase all Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if above shall be conditioned upon the aggregate Stated Principal Balance of the Group 1 such Mortgage Loans and each REO Property remaining in REMIC I-A at the time of any such election is reduced repurchase aggregating an amount equal to or less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesIf such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. Notice of any termination, specifying the related Terminator Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the Mortgage Loans final distribution and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoingcancellation, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trustee by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related TerminatorMaster Servicer's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrustee therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Master Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminatorits designee's election to repurchase, the related Terminator Master Servicer or its designee shall deliver to the Paying Agent Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Account (with Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first, pay itself the Trustee's Fees for such Distribution Date and any other amounts owing to the Trustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount determined as follows: with respect to each Class A Certificate and Subordinate Certificate, the outstanding Certificate Principal Balance thereof, plus one month's interest thereon at the applicable Pass-Through Rate and any previously unpaid Accrued Certificate Interest; and with respect to the Residual Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above de scribed repurchase price and the Trust Administrator) not later than aggregate amount to be distributed to the last Business Day Holders of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal Class A Certificates and Subordinate Certificates, subject to the Group 1 Termination Price or the Group 2 Termination Price, as applicablepriorities set forth in Section 4.01(c). Upon certification to the Trustee Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Master Servicer for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee acknowledges that the Custodian shall execute all assignments, endorsements and other instruments delivered to it which are required by the Master Servicer as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Trustee shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallTrustee shall take reasonable steps as directed by the Depositor, directly or through appoint an agentagent to take reasonable steps, mail to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Residual Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.
(b) On any Distribution Date on which the Stated Principal Balance of the Mortgage Loans is less than ten percent of the Cut-off Date Stated Principal Balance of the Mortgage Loans, either the Master Servicer or the Depositor, whichever gives notice first, shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest. The Master Servicer or the Depositor, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Depositor, as applicable, anticipates that it will purchase the Certificates pursuant to Section 9.01(b). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 9.01(b), shall be given promptly by the Master Servicer or the Depositor, as applicable, by letter to Certificateholders (with a copy to the Trustee and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Depositor gives the notice specified above, the Master Servicer or the Depositor, as applicable, shall deposit in the Certificate Account before the Distribution Date on which the purchase pursuant to Section 9.01(b) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. Upon presentation and surrender of the Certificates to be purchased pursuant to Section 9.01(b) by the Holders thereof, the Trustee shall first, pay itself the Trustee's Fees for such Distribution Date and any other amounts owing to the Trustee under this Agreement, and second, distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest with respect thereto. In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 9.01(b) is to be made, the Trustee shall on such date cause all funds in the Certificate Account deposited therein by the Master Servicer or the Depositor, as applicable, pursuant to this Section 9.01(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Depositor, as applicable, shall give a second written notice to remaining related non-tendering such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Depositor, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust escrow account and of contacting such Certificateholders shall be paid out of the assets remaining which remain in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon ceaseescrow account. No interest shall accrue or be payable to any Certificateholder on any amount held in trust the escrow account or by the Paying Agent Master Servicer or the Depositor, as applicable, as a result of such Certificateholder’s 's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following Any Certificate that is not surrendered on the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Group 2 CertificatesHolder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Depositor, as applicable, shall be for all purposes the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier Holder thereof as of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofsuch date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp Mortgage Pass THR Cer Ser 1999-2)
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit related Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Master Servicer or its designee of all Group 1 related Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) in cash equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each such Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any such REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by at the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and expense of the Master Servicer and plus (c) any Swap Termination Payment (which shall include any Net Swap Payment payable for the Trust Administrator to provide for and the Paying Agent to make payments final Distribution Date) payable to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment related Swap Provider pursuant to the Holders related Interest Rate Swap Agreement which remains upaid or which is due to the exercise of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of such option (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A a “Swap Optional Termination Payment”), and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan in the related Loan Group remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (ai) the Latest Possible Maturity Distribution Date and occurring in August 2036 (bii) the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofhereof and (iii) the “latest possible maturity date” specified in the Preliminary Statements with respect to the related Regular Interests and Certificates, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 as a REMIC. In the case of any repurchase by the Master Servicer pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Master Servicer. The right of the Master Servicer or its designee to repurchase all Mortgage Loans in a Loan Group pursuant to (i) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 10% of the Cut-off Date Balance of such Mortgage Loans. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. In the case of a repurchase of Mortgage Loans and REO Property related to a Loan Group pursuant to clause (a)(i) above, only an amount equal to the repurchase price specified in such clause (a)(i) above for such Mortgage Loans and REO Property, less any related Swap Optional Termination Payment, shall be made available for distribution to the related Regular Certificates and Class IO Interests. The related Swap Optional Termination Payment shall be withdrawn by the Trustee from the Certificate Account and remitted to the related Supplemental Interest Trust to be paid in accordance with Section 4.09(ii). The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC. Written notice of any termination, specifying the Distribution Date upon which the related Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Master Servicer's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the 15th day of the month (or if such 15th day is not a Business Day, on the Business Day immediately preceding such 15th day) in such month, in each case specifying (i) the Distribution Date upon which final payment of such Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of such Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Master Servicer or its designee's election to repurchase, the Master Servicer or its designee shall deliver to the Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the related Certificates by the Certificateholders, the Trustee shall first, pay itself its fee for such Distribution Date (as described in Section 8.05 ) and any other amounts owing to the Trustee under this Agreement, and second, distribute to such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount determined as follows: with respect to each related Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate (other than the related Class P Certificates) and the related Class IO Interest, one month's interest thereon at the applicable Pass-Through Rate, or otherwise distributable thereto, and any Unpaid Interest Shortfall Amount, plus with respect to each Subordinate Certificate, any unpaid Allocated Realized Loss Amount; with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the related Regular Certificates and the related Class IO Interest, subject to the priorities set forth in Section 4.01. Upon certification to the Trustee and the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Master Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by the Master Servicer as being necessary to effectuate such transfer. In the event that all of the related Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining related Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the related Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining related Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Master Servicer or its designee of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) in cash equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by at the expense of the Master Servicer, with plus (c) any Swap Termination Payment (which shall include any Net Swap Payment payable for the consent of final Distribution Date) payable to the Trustee, 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 Holders of the Group 1 Certificates Swap Provider pursuant to Section 9.01(e)).
the Interest Rate Swap Agreement which remains unpaid or which is due to the exercise of such option (ba “Swap Optional Termination Payment”) Subject and plus (d) any unreimbursed amounts owed to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate RegistrarInsurer under the Certificate Guaranty Insurance Policy, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The respect thereof); provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in November 2036 (ii) 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 and (iii) the “latest possible maturity date” specified in the Preliminary Statements with respect to the related Regular Interests and Certificates, and provided further, that the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A price set forth above shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-Aincreased as is necessary, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, to avoid disqualification of any of REMIC 1, REMIC 2 or REMIC 3 as a REMIC. In the case of any repurchase by the Master Servicer pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the consent Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Master Servicer. Prior to the Master Servicer electing to cause any Optional Termination and to the extent the Interest Rate Swap Agreement is still outstanding, Impac Mortgage Holdings, Inc. shall either:
(i) if any amounts are owed to the Swap Provider pursuant to Section 10(1)(d)(iii) of the Novation Agreement (the “Derivative Supplement Amount”), either:
(a) pay to the Supplemental Interest Trust any Derivative Supplement Amount; or
(b) accept assignment of the Interest Rate Swap Agreement to the extent that Impac Mortgage Holdings, Inc. is an acceptable counterparty for the Swap Provider pursuant to the terms of the Novation Agreement; or
(ii) if any amounts are owed to the Trustee on behalf of the Supplemental Interest pursuant to Section 10(1)(d)(iii) of the Novation Agreement, Impac Mortgage Holdings, Inc. shall either
(a) accept assignment of the Interest Rate Swap Agreement to the extent that Impac Mortgage Holdings, Inc. is an acceptable counterparty for the Swap Provider pursuant to the terms of the Novation Agreement; or
(b) instruct the Trustee on behalf of the Supplemental Interest Trust to accept from the Swap Provider any amounts that are owed to the Trustee on behalf of the Supplemental Interest Trust pursuant to Section 10(1)(d)(iii) of the Novation Agreement (provided, however, that Impac Mortgage Holdings, Inc. as assuming party under Section 10(1)(a) may elect to pay to the Trustee on behalf of the Supplemental Interest Trust the amount that would have been owed to the Trustee on behalf of the Supplemental Interest by the Swap Provider pursuant to Section 10(1)(d)(iii) of the Novation Agreement and remain facing the Swap Provider pursuant to the Novation Agreement). Any Amounts paid to the Trustee on behalf of the Supplemental Interest Trust pursuant to (ii) above shall be distributed to the Master Servicer based on percentage interest, by the Trustee on behalf of the Supplemental Interest Trust. The right of the Master Servicer or its designee to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 10% of the Cut-off Date Balance of the Mortgage Loans; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished exercise prior to Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the month of purchase and the certification required by Section 3.16. In the case of a repurchase of Mortgage Loans and REO Property pursuant to clause (a)(i) above, only an amount equal to the repurchase price specified in such clause (a)(i) above for such Mortgage Loans and REO Property, less any Swap Optional Termination Payment and any portion of the repurchase price consisting of the unreimburesed amounts owed to the Certificate Insurer, shall be made available for distribution to the Regular Certificates and Class IO Interests. The Swap Optional Termination Payment shall be withdrawn by the Trustee from the Certificate Account and remitted to the Supplemental Interest Trust to be paid in accordance with Section 4.09(ii). The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC. Written notice of any termination, specifying the Distribution Date on upon which the Group 1 Certificateholders may surrender their Certificates or to the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all Trustee for payment of the Group 1 Mortgage Loans final distribution and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposescancellation, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trustee by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator Certificate Insurer mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related TerminatorMaster Servicer's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date 15th day of the month (or if such 15th day is not a Business Day, on the Business Day immediately preceding such 15th day) in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrustee therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Master Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminatorits designee's election to repurchase, the related Terminator Master Servicer or its designee shall deliver to the Paying Agent Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Account Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first, pay itself its fee for such Distribution Date (with notice as described in Section 8.05 ) and any other amounts owing to the Trustee under this Agreement, and second, distribute to the Certificateholders and the Trust AdministratorCertificate Insurer (i) the amount otherwise distributable on such Distribution Date, if not later in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate (other than the last Business Day Class P Certificates) and the Class IO Interest, one month's interest thereon at the applicable Pass-Through Rate, or otherwise distributable thereto, and any Unpaid Interest Shortfall Amount, plus with respect to each Subordinate Certificate, any unpaid Allocated Realized Loss Amount; with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price (as adjusted in accordance with the preceding paragraph) and the aggregate amount to be distributed to the Holders of the month next preceding Regular Certificates and the month in which such distribution will be made an amount in immediately available funds equal Class IO Interest, subject to the Group 1 Termination Price or priorities set forth in Section 4.01; and with respect to the Group 2 Termination PriceCertificate Insurer, as applicableany amounts owed under the Certificate Guaranty Insurance Policy. Upon certification to the Trustee and the Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Master Servicer for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Master Servicer as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Trustee shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallTrustee shall take reasonable steps as directed by the Depositor in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trust Administrator to provide for make payments in respect of the REMIC I Regular Interests and the Paying Agent to make payments to the Holders Classes of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator (on a servicing retained basis) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The ; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 and (b) the Latest Possible Maturity Date (as defined in the Preliminary Statement). Subject to Section 3.10 hereof, the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price greater of (i) the Stated Principal Balance of the Group 1 Mortgage Loans included in REMIC I-A, plus and the appraised value of each related any REO Property, if any, included in REMIC I-A, Properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer, with the consent of the Trustee, Trust Administrator 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 Holders of the Group 1 Certificates related Certificateholders pursuant to Section 9.01(e9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination payment payable to the Swap Provider (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master The Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all I pursuant to clause (i) of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, Terminator may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(iclause (i) above only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A the Trust Fund at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all as of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesBy acceptance of a Residual Certificate, the purchase by the related Terminator Holders of the Mortgage Loans Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the REO Properties underlying the Certificates is intended to facilitate a redemption extent received in respect of such Certificates pursuant termination, to a “cleanup call” within pay any such amounts to the meaning Holders of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.Class CE Certificates.
(ec) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trust Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator Swap Provider mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, I will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, and will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trust Administrator therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrust Administrator. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent Trust Administrator for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee Trust Administrator by a Servicing Officer of the making of such final deposit, the Trustee Trust Administrator shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee Trust Administrator shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(fd) Upon receipt of notice by the Paying Agent Trust Administrator of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate RegistrarTrust Administrator, the Paying Agent Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent Trust Administrator and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent Trust Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc1)
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Subservicer of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer Servicer, the Subservicer and the Trustee in their reasonable discretion (as determined by at the Master Servicer, with the consent expense of the TrusteeSubservicer, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (ai) the Latest Possible Maturity Distribution Date occurring in July 2035 and (bii) the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any of REMIC 1, REMIC 2 and REMIC 3 as a REMIC. In the case of any repurchase by the Master Servicer pursuant to clause (i), the Subservicer shall exercise reasonable efforts to cooperate fully with the Master Servicer and the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Subservicer. The right of the Subservicer to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 1% of the Cut-off Date Balance of the Mortgage Loans. If such right is exercised, the Subservicer upon such repurchase shall provide to the Trustee and the Trustee, notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Subservicer’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the 15th day of the month (or if such 15th day is not a Business Day, on the Business Day immediately preceding such 15th day) in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Subservicer’s election to repurchase, the Subservicer shall deliver to the Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first, pay itself the Trustee Fee for such Distribution Date and any other amounts owing to the Trustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Subservicer’s election to repurchase, or (ii) if the Subservicer elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate, one month’s interest thereon at the applicable Pass-Through Rate and any Unpaid Interest Shortfall Amount; with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of the Class R Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Subservicer and to pay any such amounts to the Subservicer. Upon certification to the Trustee and the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Subservicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by the Subservicer as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Company in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master ServicerServicers, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer Servicers to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer Servicers to provide for and the Trust Administrator to provide for make payments in respect of the REMIC I Regular Interests and the Paying Agent to make payments to the Holders Classes of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator (on a servicing retained basis) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The ; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 and (b) the Latest Possible Maturity Date (as defined in the Preliminary Statement). Subject to Section 3.10 hereof, the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price greater of (i) the Stated Principal Balance of the Group 1 Mortgage Loans included in REMIC I-A, plus and the appraised value of each related any REO Property, if any, included in REMIC I-A, Properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer Servicers and the Trustee in their reasonable discretion Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master ServicerServicers, with the consent of the Trustee, Trust Administrator 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 Holders of the Group 1 Certificates related Certificateholders pursuant to Section 9.01(e9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02Xxxxx Fargo, the respective obligations JPMorgan and responsibilities under this Agreement of the DepositorOcwen, the Master Servicerin that order, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all I pursuant to clause (i) of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, Terminator may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(iclause (i) above only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A the Trust Fund at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all as of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesBy acceptance of a Residual Certificate, the purchase by the related Terminator Holders of the Mortgage Loans Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the REO Properties underlying the Certificates is intended to facilitate a redemption extent received in respect of such Certificates pursuant termination, to a “cleanup call” within pay any such amounts to the meaning Holders of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.Class CE Certificates.
(ec) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trust Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, I will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, and will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trust Administrator therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrust Administrator. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent Trust Administrator for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee Trust Administrator by a Servicing Officer of the making of such final deposit, the Trustee Trust Administrator shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee Trust Administrator shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(fd) Upon receipt of notice by the Paying Agent Trust Administrator of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate RegistrarTrust Administrator, the Paying Agent Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent Trust Administrator and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent Trust Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He3)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. I. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)), provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e))[Reserved].
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, I no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.I.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.All Underlying ------------------------------------------------------------ ABS. ---
(a) Subject to Section 9.02, the The respective obligations and responsibilities of the Depositor and the Trustee under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer Trustee to make distributions to Certificateholders, to provide tax information as provided in Section 3.6 hereof and the obligations of the Trustee under Article IX hereof ----------- ---------- and the Trust Administrator pursuant to Section 8.05 rights and immunities of the Master Servicer Trustee under Sections 5.1, 5.2 and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth5.5) shall terminate upon payment distribution to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited distributed on the Distribution Payment Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property Underlying ABS remaining in REMIC I-A. The the Trust, whether by purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price or termination of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer Pooling and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retiredServicing Agreement; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust Trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from after the death of the last survivor of the descendants of Jxxxxx Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. JxxxxXxxxx, living on the date hereof.
(b) The Holders of at least a 51% Percentage Interest of the Class R Certificates (the "Residual Majority") may, at their option, make, or cause a Person to make, a terminating purchase for the Termination Price on any Payment Date on or after the Trustee's determination, based upon an Opinion of Counsel provided to the Trustee by the Holders of the Class R Certificates, that the REMIC status of the REMIC Trust has been lost or that a substantial risk exists that such REMIC status will be lost for then-current taxable year.
(c) The Residual Majority shall notify the Trustee and the Certificate Registrar in writing of its election to make or to cause a terminating purchase no later than the Payment Date preceding the Payment Date on which the Certificates will be retired as a result of such terminating purchase. The Residual Majority shall advise in writing the Trustee and the Certificate Registrar of the final payment or other liquidation of the last Underlying ABS remaining in the Trust at least three Business Days prior to the Payment Date in the month in which the Trust will terminate as a result thereof. Notice of any termination of the Trust shall be given promptly by the Trustee by letter sent to the Certificateholders by certified mail (1) in the event such notice is given in connection with a terminating purchase, not earlier than the fifth day of the month preceding the month of such termination and not later than the first day of the month of such termination or (2) otherwise not later than the third Business Day preceding the final Payment Date, in each case specifying (A) the Payment Date upon which the Trust will terminate and that final payment of the Certificates will be made on such Payment Date subject to presentation and surrender of the Certificate, if not held through a Clearing Agency and (B) the amount of any such final distribution. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with a terminating purchase, the purchaser shall deliver to the Trustee for deposit into the Certificate Account on the Business Day immediately preceding the Payment Date on which the terminating purchase is to take place an amount in next day funds equal to the Termination Price.
(d) On the final Payment Date, the Trustee shall distribute to the Certificateholders as of the related Record Date the amount otherwise distributable on the Certificates on such Payment Date (if such final Payment Date is not the result of a terminating purchase). Upon any termination of the Trust as the result of a terminating purchase, the Trustee shall distribute the Termination Price as though it were the amount on deposit in the Certificate Account in accordance with Section 3.5 hereof. ----------- Following such final distribution, the Trustee shall promptly release to the purchaser the related Underlying ABS, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate transfer of such Underlying ABS to such purchaser, whereupon the Trust shall terminate.
(e) In the event that all of the Certificateholders shall not surrender their Certificates within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates and receive the final distribution with respect thereto, net of the cost of such second notice. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the amounts otherwise payable on such Certificates. Any funds payable to Certificateholders that are not distributed on the final Payment Date shall be deposited in a termination account, which shall be an Eligible Account, to be held for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the All Mortgage Loans.
(a) Loans or upon Purchase of Certificates. Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Securities Administrator and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Securities Administrator to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Servicer, or its designee (or if the Servicer fails to exercise such option, the Master Servicer) of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price sum of (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed) less the good faith estimate of the Servicer or the Master Servicer, included as applicable, of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by or the Master Servicer, with the consent of the Trusteeas applicable, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee at the expense of the terminating party, and (c) any Swap Termination Payment payable to the Swap Provider which remains unpaid or which is due to the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur exercise of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A such optional termination; and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that in no event shall the related Terminator, as provided above, may elect to purchase trust created hereby continue beyond the earlier of (i) all the Distribution Date occurring in December 2035 and (ii) the expiration of 21 years from the death of the Group 1 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, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer or the Master Servicer, as applicable, to avoid disqualification of any of any Trust REMIC as a REMIC. In the case of any repurchase by the Servicer or the Master Servicer, as applicable, pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Servicer or the Master Servicer, as applicable; provided, however, such option may only be exercised if (i) the purchase price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each REO Property remaining in REMIC I-A class of notes secured primarily by the Class C Certificates and the Class P Certificates. In addition, any Swap Termination Payment payable to the Swap Provider then due but unpaid or which is the result of such termination shall be paid. The right of the Servicer or its designee to repurchase all Mortgage Loans pursuant to Section 9.01(a)(i(i) only if above shall be conditioned upon the aggregate Aggregate Stated Principal Balance of the Group 1 such Mortgage Loans and each REO Property remaining in REMIC I-A at the time of any such election is reduced repurchase aggregating an amount equal to or less than 10% of the aggregate Aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesIf such right is exercised, the purchase by Servicer upon such repurchase shall provide to the related Terminator Trustee and Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. The right of the Master Servicer, or its designee to repurchase all Mortgage Loans pursuant to (i) in the second preceding paragraph shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 5% of the Aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master Servicer, upon such repurchase shall provide to the Swap Provider, Yield Maintenance Agreement Provider, Trustee and the REO Properties underlying the Certificates is intended to facilitate a redemption Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice Securities Administrator for payment of the liquidation of any Certificates final distribution and cancellation, shall be given promptly by the Paying Agent Securities Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans Servicer’s or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer’s, as applicable, by the related Terminatorelection to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Securities Administrator therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarSecurities Administrator therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer, as applicable, by the related Terminatoror its designee’s election to repurchase, the related Terminator Servicer or the Master Servicer, as applicable, or its designee shall deliver to the Paying Agent Securities Administrator for deposit in the Distribution Certificate Account (with notice to on the Trustee and the Trust Administrator) not later than the last Business Day of the month next immediately preceding the month Distribution Date specified in which such distribution will be made notice an amount in immediately available funds equal to the Group 1 Termination Price or above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Group 2 Termination PriceCertificates by the Certificateholders, the Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian, Servicer, Swap Provider and Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or the Master Servicer’s, as applicable, election to repurchase, or (ii) if the Servicer or the Master Servicer, as applicable, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Class A, Class M or Class C Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest, plus with respect to each Class A Certificate and Class M Certificate, any unpaid Allocated Realized Loss Amount; and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of such Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class C Certificates and to pay any such amounts to the Holders of the Class C Certificates. Upon certification to the Trustee Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Servicer or the Master Servicer, as applicable, for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Servicer or the Master Servicer, as applicable, as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Securities Administrator shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallSecurities Administrator shall take reasonable steps as directed by the Depositor in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP Trust 2006-1)
Termination Upon Repurchase or Liquidation. of the All Mortgage Loans.
(a) Loans or upon Purchase of Certificates. Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Securities Administrator and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Securities Administrator to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment (net of any amount due the Master Servicer) to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Servicer, or its designee (or if the Servicer fails to exercise such option, the Master Servicer) of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed) less the good faith estimate of the Servicer or the Master Servicer, included as applicable, of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by or the Master Servicer, with the consent of the Trusteeas applicable, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or at the Trust Administrator and required hereunder to be so paid or deposited on expense of the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A terminating party, and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that in no event shall the related Terminator, as provided above, may elect to purchase trust created hereby continue beyond the earlier of (i) all the Distribution Date occurring in July 2035 and (ii) the expiration of 21 years from the death of the Group 1 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, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer or the Master Servicer, as applicable, to avoid disqualification of any of any Trust REMIC as a REMIC. In the case of any repurchase by the Servicer or the Master Servicer, as applicable, pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Servicer or the Master Servicer, as applicable; provided, however, such option may only be exercised if (i) the purchase price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each REO Property remaining in REMIC I-A class of notes secured primarily by the Class C Certificates and the Class P Certificates. In addition, any Swap Termination Payment payable to the Swap Provider then due but unpaid or which is the result of such termination shall be paid. The right of the Servicer or its designee to repurchase all Mortgage Loans pursuant to Section 9.01(a)(i(i) only if above shall be conditioned upon the aggregate Aggregate Stated Principal Balance of the Group 1 such Mortgage Loans and each REO Property remaining in REMIC I-A at the time of any such election is reduced repurchase aggregating an amount equal to or less than 10% of the aggregate Aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesIf such right is exercised, the purchase by Servicer upon such repurchase shall provide to the related Terminator Trustee and Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. The right of the Master Servicer, or its designee to repurchase all Mortgage Loans pursuant to (i) in the second preceding paragraph shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 5% of the Aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master Servicer, upon such repurchase shall provide to the Trustee and the REO Properties underlying the Certificates is intended to facilitate a redemption Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice Securities Administrator for payment of the liquidation of any Certificates final distribution and cancellation, shall be given promptly by the Paying Agent Securities Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans Servicer’s or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer’s, as applicable, by the related Terminatorelection to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Securities Administrator therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarSecurities Administrator therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer, as applicable, by the related Terminatoror its designee’s election to repurchase, the related Terminator Servicer or the Master Servicer, as applicable, or its designee shall deliver to the Paying Agent Securities Administrator for deposit in the Distribution Certificate Account (with notice to on the Trustee and the Trust Administrator) not later than the last Business Day of the month next immediately preceding the month Distribution Date specified in which such distribution will be made notice an amount in immediately available funds equal to the Group 1 Termination Price or above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Group 2 Termination PriceCertificates by the Certificateholders, the Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian, Servicer and Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or the Master Servicer’s, as applicable, election to repurchase, or (ii) if the Servicer or the Master Servicer, as applicable, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Class A, Class M or Class C Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest, plus with respect to the Class A-2 Certificates and each Class M Certificate, any unpaid Allocated Realized Loss Amount; and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of such Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class C Certificates and to pay any such amounts to the Holders of the Class C Certificates. Upon certification to the Trustee Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Servicer or the Master Servicer, as applicable, for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Servicer or the Master Servicer, as applicable, as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Securities Administrator shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallSecurities Administrator shall take reasonable steps as directed by the Company in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Securities Administrator and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Securities Administrator to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Servicer, or its designee (or if the Servicer fails to exercise such option, the Master Servicer) of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price sum of (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-A, plus which the proceeds of such repurchase are to be distributed and (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed) less the good faith estimate of the Servicer or the Master Servicer, included as applicable, of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by or the Master Servicer, with the consent of the Trusteeas applicable, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or at the Trust Administrator and required hereunder to be so paid or deposited on expense of the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A terminating party, and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (ai) the Latest Possible Maturity Distribution Date and occurring in July 2037 (bii) the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofhereof and (iii) the “latest possible maturity date” specified in the Preliminary Statements with respect to the related Regular Interests and Certificates, and providedfurther, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer or the Master Servicer, as applicable, to avoid disqualification of any of REMIC 1, REMIC 2 or REMIC 3 as a REMIC. In the case of any repurchase by the Servicer or the Maser Servicer, as applicable, pursuant to clause (i), the Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Servicer. The right of the Servicer or its designee to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating to an amount equal to or less than 10% of the Cut-off Date Balance. If such right is exercised, the Servicer upon such repurchase shall provide to the Trustee, Master Servicer and Securities Administrator notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. The right of the Master Servicer, or its designee to repurchase all Mortgage Loans pursuant to (i) in the second preceding paragraph shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 1% of the Aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master Servicer, upon such repurchase shall provide to the Trustee and Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. In the case of a repurchase of Mortgage Loans and REO Property pursuant to clause (a)(i) above, only an amount equal to the repurchase price specified in such clause (a)(i) above for such Mortgage Loans and REO Property shall be made available for distribution to the Regular Certificates.
(b) If the Servicer or the Master Servicer, as applicable, elects to terminate the Trust pursuant to this Section 9.01 (such termination, an “Optional Termination”), the Servicer or the Master Servicer, as applicable, shall, at least 20 days prior to the last date on which notice of such Optional Termination is required to be mailed to the Certificateholders pursuant to 9.01(f), notify in writing (which may be done in electronic format) the Depositor, the Master Servicer, and the Securities Administrator of the final Distribution Date on which the Servicer intends to terminate the Trust Fund.
(c) [Reserved].
(d) Two Business Days prior to the final Distribution Date specified in the notice required pursuant to Section 9.01(f), (i) the Servicer or the Master Servicer shall, no later than 1:00 pm New York City time on such day, deposit funds in the Certificate Account in an amount equal to the sum of the purchase price, and (ii) if Securities Administrator is notified in writing that the aggregate Stated Principal Balance of all of the Mortgage Loans in the Trust Fund as of the related Determination Date is not more than 10% or 1%, as applicable, of the Cut-off Date Balance, and the requirements of the Optional Termination set forth in this Section 9.01 and Section 9.03 have been met, including the deposit required pursuant to the immediately preceding clause (i) then the Securities Administrator shall, on the same Business Day, provide written notice to the Depositor, the Servicer, the Master Servicer and the Trustee confirming its receipt of the purchase price. Upon the Securities Administrator’s providing the notice described in the preceding sentence, the Optional Termination shall become irrevocable, the notice to the related Certificateholders of such Optional Termination provided pursuant to the second paragraph of Section 9.01(f) shall become unrescindable, and in the event the Securities Administrator fails to provide the notice described in the preceding sentence, any notice provided under Section 9.01(f) shall be deemed rescinded.
(e) [Reserved].
(f) Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or the Master Servicer’s, as applicable, election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or the Master Servicer, as applicable, or its designee’s election to repurchase, the Servicer or the Master Servicer, as applicable, or its designee shall deliver to the Securities Administrator for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian, Servicer and Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or the Master Servicer’s, as applicable, election to repurchase, or (ii) if the Servicer or the Master Servicer, as applicable, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Class A, Class M or Class CE Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest, plus with respect to each Class M Certificate, any unpaid Allocated Realized Loss Amount; and with respect to each Residual Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Residual Certificates, the Holders of such Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class CE Certificates and to pay any such amounts to the Holders of the Class CE Certificates. Upon receipt of a Request for Release from a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer or the Master Servicer, as applicable, for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by the Servicer or the Master Servicer, as applicable, as being necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Securities Administrator shall take reasonable steps as directed by the Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Residual Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Alliance Bancorp Trust 2007-Oa1)
Termination Upon Repurchase or Liquidation. of the All Mortgage Loans.
(a) Loans or upon Purchase of Certificates. Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Securities Administrator and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Securities Administrator to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Servicer, or its designee (or if the Servicer fails to exercise such option, the Master Servicer) of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed) less the good faith estimate of the Servicer or the Master Servicer, included as applicable, of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by or the Master Servicer, with the consent of the Trusteeas applicable, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or at the Trust Administrator and required hereunder to be so paid or deposited on expense of the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A terminating party, and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that in no event shall the related Terminator, as provided above, may elect to purchase trust created hereby continue beyond the earlier of (i) all the Distribution Date occurring in December 2035 and (ii) the expiration of 21 years from the death of the Group 1 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, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer or the Master Servicer, as applicable, to avoid disqualification of any of any Trust REMIC as a REMIC. In the case of any repurchase by the Servicer or the Master Servicer, as applicable, pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Servicer or the Master Servicer, as applicable; provided, however, such option may only be exercised if (i) the purchase price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each REO Property remaining in REMIC I-A class of notes secured primarily by the Class C Certificates and the Class P Certificates. In addition, any Swap Termination Payment payable to the Swap Provider then due but unpaid or which is the result of such termination shall be paid. The right of the Servicer or its designee to repurchase all Mortgage Loans pursuant to Section 9.01(a)(i(i) only if above shall be conditioned upon the aggregate Aggregate Stated Principal Balance of the Group 1 such Mortgage Loans and each REO Property remaining in REMIC I-A at the time of any such election is reduced repurchase aggregating an amount equal to or less than 10% of the aggregate Aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesIf such right is exercised, the purchase by Servicer upon such repurchase shall provide to the related Terminator Trustee and Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. The right of the Master Servicer, or its designee to repurchase all Mortgage Loans pursuant to (i) in the second preceding paragraph shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 5% of the Aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master Servicer, upon such repurchase shall provide to the Trustee and the REO Properties underlying the Certificates is intended to facilitate a redemption Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice Securities Administrator for payment of the liquidation of any Certificates final distribution and cancellation, shall be given promptly by the Paying Agent Securities Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans Servicer’s or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer’s, as applicable, by the related Terminatorelection to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Securities Administrator therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarSecurities Administrator therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer, as applicable, by the related Terminatoror its designee’s election to repurchase, the related Terminator Servicer or the Master Servicer, as applicable, or its designee shall deliver to the Paying Agent Securities Administrator for deposit in the Distribution Certificate Account (with notice to on the Trustee and the Trust Administrator) not later than the last Business Day of the month next immediately preceding the month Distribution Date specified in which such distribution will be made notice an amount in immediately available funds equal to the Group 1 Termination Price or above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Group 2 Termination PriceCertificates by the Certificateholders, the Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian, Servicer and Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or the Master Servicer’s, as applicable, election to repurchase, or (ii) if the Servicer or the Master Servicer, as applicable, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Class A, Class M or Class C Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest, plus with respect to each Class I-A2 Certificate and Class M Certificate, any unpaid Allocated Realized Loss Amount; and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of such Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class C Certificates and to pay any such amounts to the Holders of the Class C Certificates. Upon certification to the Trustee Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Servicer or the Master Servicer, as applicable, for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Servicer or the Master Servicer, as applicable, as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Securities Administrator shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallSecurities Administrator shall take reasonable steps as directed by the Company in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trust Administrator to provide for make payments in respect of the REMIC I Regular Interests and the Paying Agent to make payments to the Holders Classes of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator (on a servicing retained basis) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The ; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 and (b) the Latest Possible Maturity Date (as defined in the Preliminary Statement). Subject to Section 3.10 hereof, the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price greater of (i) the Stated Principal Balance of the Group 1 Mortgage Loans included in REMIC I-A, plus and the appraised value of each related any REO Property, if any, included in REMIC I-A, Properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer, with the consent of the Trustee, Trust Administrator 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 Holders of the Group 1 Certificates related Certificateholders pursuant to Section 9.01(e9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination Payment payable to the Swap Provider (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master The Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all I pursuant to clause (i) of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, Terminator may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(iclause (i) above only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A the Trust Fund at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all as of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesBy acceptance of a Residual Certificate, the purchase Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class CE Certificates. In connection with any termination pursuant to this Section 9.01(b):
(i) At least twenty (20) days prior to the latest date on which notice of such optional termination is required to be mailed to the Certificateholders pursuant to Section 9.01(c), the Terminator shall notify in writing (which may be done in electronic format) the Swap Provider, the Trust Administrator and the Trustee of the final Distribution Date on which the Terminator intends to terminate the Trust Fund;
(ii) No later than 4:00 pm (New York City time) four (4) Business Days prior to the final Distribution Date specified in the notices required pursuant to Sections 9.01(c), the Swap Provider shall notify in writing (which may be done in electronic format) the Terminator, the Trust Administrator and the Trustee of the amount of the Estimated Swap Termination Payment; and
(iii) Three (3) Business Days prior to the final Distribution Date specified in the notices required pursuant to Sections 9.01(c), (x) the Terminator shall, no later than 1:00 pm (New York City time) on such day, deliver to the Trust Administrator and the Trust Administrator shall deposit funds in the Distribution Account in an amount equal to the sum of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (y) if the Trust Administrator shall have determined that the all of the requirements for Optional Termination have been met, including without limitation the deposit required pursuant to the immediately preceding clause (x) as well as the requirements specified in Section 9.01(c), then the Trust Administrator shall, on the same Business Day, provide written notice (which may be done in electronic format) to the Terminator and the Swap Provider confirming (a) its receipt of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (b) that all other requirements specified in Section 9.02 have been met (the “Optional Termination Notice”). Upon the delivery of the Optional Termination Notice by the related Terminator Trust Administrator pursuant to the preceding sentence, (i) the optional termination shall become irrevocable, (ii) the notice to Certificateholders of such optional termination provided pursuant to Section 9.01(c) shall become unrescindable, (iii) the Swap Provider shall determine the Swap Termination Payment in accordance with the Interest Rate Swap Agreement (which shall not exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide to the Trust Administrator written notice of the Mortgage Loans and amount of the REO Properties underlying Swap Termination Payment not later than two (2) Business Days prior to the Certificates is intended to facilitate a redemption of such Certificates final Distribution Date specified in the notices required pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(jSections 9.01(c). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A..
(ec) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trust Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator Swap Provider mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, I will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, and will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trust Administrator therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrust Administrator. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent Trust Administrator for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trust Administrator and the Trustee by a Servicing Officer of the making of such final deposit, the Trustee Trust Administrator shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(fd) Upon receipt of notice by the Paying Agent Trust Administrator of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate RegistrarTrust Administrator, the Paying Agent Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent Trust Administrator and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent Trust Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe4)
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Master Servicer or its designee of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) in cash equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by at the expense of the Master Servicer, with plus (c) any Swap Termination Payment (which shall include any Net Swap Payment payable for the consent of final Distribution Date) payable to the Trustee, 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 Holders of the Group 1 Certificates Swap Provider pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Interest Rate Swap Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect which remains unpaid or which is due to the Group 2 Mortgage Loans exercise of such option (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set fortha “Swap Optional Termination Payment”) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The respect thereof); provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in November 2036 (ii) 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 and (iii) the “latest possible maturity date” specified in the Preliminary Statements with respect to the related Regular Interests and Certificates, and provided further, that the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A price set forth above shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-Aincreased as is necessary, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, to avoid disqualification of any of REMIC 1, REMIC 2 or REMIC 3 as a REMIC. In the case of any repurchase by the Master Servicer pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the consent Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Master Servicer. Prior to the Master Servicer electing to cause any Optional Termination and to the extent the Interest Rate Swap Agreement is still outstanding, Impac Mortgage Holdings, Inc. shall either:
(i) if any amounts are owed to the Swap Provider pursuant to Section 10(1)(d)(iii) of the Novation Agreement (the “Derivative Supplement Amount”), either:
(a) pay to the Supplemental Interest Trust any Derivative Supplement Amount; or
(b) accept assignment of the Interest Rate Swap Agreement to the extent that Impac Mortgage Holdings, Inc. is an acceptable counterparty for the Swap Provider pursuant to the terms of the Novation Agreement; or
(ii) if any amounts are owed to the Trustee on behalf of the Supplemental Interest pursuant to Section 10(1)(d)(iii) of the Novation Agreement, Impac Mortgage Holdings, Inc. shall either
(a) accept assignment of the Interest Rate Swap Agreement to the extent that Impac Mortgage Holdings, Inc. is an acceptable counterparty for the Swap Provider pursuant to the terms of the Novation Agreement; or
(b) instruct the Trustee on behalf of the Supplemental Interest Trust to accept from the Swap Provider any amounts that are owed to the Trustee on behalf of the Supplemental Interest Trust pursuant to Section 10(1)(d)(iii) of the Novation Agreement (provided, however, that Impac Mortgage Holdings, Inc. as assuming party under Section 10(1)(a) may elect to pay to the Trustee on behalf of the Supplemental Interest Trust the amount that would have been owed to the Trustee on behalf of the Supplemental Interest by the Swap Provider pursuant to Section 10(1)(d)(iii) of the Novation Agreement and remain facing the Swap Provider pursuant to the Novation Agreement). Any Amounts paid to the Trustee on behalf of the Supplemental Interest Trust pursuant to (ii) above shall be distributed to the Master Servicer based on percentage interest, by the Trustee on behalf of the Supplemental Interest Trust. The right of the Master Servicer or its designee to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating to an amount equal to or less than 10% of the Cut-off Date Balance. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished exercise prior to Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the month of purchase and the certification required by Section 3.16. In the case of a repurchase of Mortgage Loans and REO Property pursuant to clause (a)(i) above, only an amount equal to the repurchase price specified in such clause (a)(i) above for such Mortgage Loans and REO Property, less any Swap Optional Termination Payment, shall be made available for distribution to the Regular Certificates and Class IO Interests. The Swap Optional Termination Payment shall be withdrawn by the Trustee from the Certificate Account and remitted to the Supplemental Interest Trust to be paid in accordance with Section 4.09(ii). The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC.
(b) The Master Servicer has the right to repurchase all of the Mortgage Loans and related REO Properties pursuant to clause (i) of Section 9.01(a), conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating to an amount equal to or less than 10% of the Cut-off Date Balance. If the Master Servicer elects to terminate the Trust pursuant to this Section 9.01 (such termination, an “Optional Termination”), the Master Servicer shall, at least 20 days prior to the last date on which notice of such Optional Termination is required to be mailed to the Certificateholders pursuant to 9.01(f), notify in writing (which may be done in electronic format) the Depositor, the Master Servicer, the Trustee and the Swap Provider of the final Distribution Date on which the Group 1 Certificates or Master Servicer intends to terminate the Group 2 CertificatesTrust Fund.
(c) In connection with any Optional Termination, as applicablefour Business Days prior to the final Distribution Date specified in the notice required pursuant to Section 9.01(f), will the Trustee shall, no later than 4:00 pm New York City time on such day, request from the Swap Provider the amount of the Estimated Swap Termination Payment. The Swap Provider shall, no later than 2:00 pm on the following Business Day, notify in writing (which may be retireddone in electronic format) the Trustee of the amount of the Estimated Swap Termination Payment; providedthe Trustee shall promptly on the same day notify the Master Servicer of the amount of the Estimated Swap Termination Payment.
(d) Two Business Days prior to the final Distribution Date specified in the notice required pursuant to Section 9.01(f), however, that the related Terminator, as provided above, may elect to purchase (i) all the Master Servicer shall, no later than 1:00 pm New York City time on such day, deposit funds in the Distribution Account in an amount equal to the sum of the Group 1 Mortgage Loans purchase price (other than the Swap Optional Termination Payment) and each REO Property remaining the Estimated Swap Termination Payment, and (ii) if Trustee is notified in REMIC I-A pursuant to Section 9.01(a)(i) only if writing that the aggregate Stated Principal Balance of all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time Trust Fund as of such election the related Determination Date is reduced to less not more than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) Balance of all of the Group 2 Mortgage Loans Loans, and each REO Property remaining the requirements of the Optional Termination set forth in REMIC II-A this Section 9.01 have been met, including the deposit required pursuant to the immediately preceding clause (c) as well as the requirements specified in Section 9.03, then the Trustee shall, on the same Business Day, provide written notice to the the Depositor, the Master Servicer, the Supplemental Interest Trust Trustee, the Trustee and the Swap Provider confirming its receipt of the purchase price (other than the Swap Optional Termination Payment) and the Estimated Swap Termination Payment. Upon the Trustee’s providing the notice described in the preceding sentence, the Optional Termination shall become irrevocable, the notice to the Certificateholders of such Optional Termination provided pursuant to the second paragraph of Section 9.01(f) shall become unrescindable, the Swap Provider shall determine the Swap Optional Termination Payment in accordance with the Interest Rate Swap Agreement, and the Swap Provider shall provide to the Trustee written notice of the amount of the Swap Optional Termination Payment not later than one Business Day prior to the final Distribution Date specified in the notice required pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j9.01(f). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A..
(e) Notice In connection with any Optional Termination, only an amount equal to the purchase price less any Swap Optional Termination Payment shall be made available for distribution to the Regular Certificates. Any Estimated Swap Termination Payment deposited into the Distribution Account by the Master Servicer shall be withdrawn by the Trustee from the Distribution Account on the related final Distribution Date and distributed as follows: (i) to the Supplemental Interest Trust for payment to the Swap Provider in accordance with Section 4.09(ii), an amount equal to the Swap Optional Termination Amount calculated pursuant to the Interest Rate Swap Agreement, provided that in no event shall the amount distributed to the Swap Provider in respect of the liquidation Swap Optional Termination Amount exceed the Estimated Swap Termination Payment, and (ii) to the Master Servicer an amount equal to the excess, if any, of the Estimated Swap Termination Payment over the Swap Optional Termination Payment. The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC.
(f) Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Paying Agent Trustee by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related TerminatorMaster Servicer's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date 15th day of the month (or if such 15th day is not a Business Day, on the Business Day immediately preceding such 15th day) in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrustee therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Master Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminatorits designee's election to repurchase, the related Terminator Master Servicer or its designee shall deliver to the Paying Agent Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Account Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first, pay itself its fee for such Distribution Date (with notice as described in Section 8.05) and any other amounts owing to the Trustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate (other than the Class P Certificates) and the Trust AdministratorClass IO Interest, one month's interest thereon at the applicable Pass-Through Rate, or otherwise distributable thereto, and any Unpaid Interest Shortfall Amount, plus with respect to each Subordinate Certificate, any unpaid Allocated Realized Loss Amount; with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price (as adjusted in accordance with the preceding paragraph) not later than and the last Business Day aggregate amount to be distributed to the Holders of the month next preceding Regular Certificates and the month in which such distribution will be made an amount in immediately available funds equal Class IO Interest, subject to the Group 1 Termination Price or the Group 2 Termination Price, as applicablepriorities set forth in Section 4.01. Upon certification to the Trustee and the Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Master Servicer for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Master Servicer as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Trustee shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallTrustee shall take reasonable steps as directed by the Depositor in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the All Mortgage Loans.
(a) Loans or upon Purchase of Certificates. Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Securities Administrator and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Securities Administrator to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Servicer, or its designee (or if the Servicer fails to exercise such option, the Master Servicer) of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed) less the good faith estimate of the Servicer or the Master Servicer, included as applicable, of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by or the Master Servicer, with the consent of the Trusteeas applicable, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or at the Trust Administrator and required hereunder to be so paid or deposited on expense of the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A terminating party, and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that in no event shall the related Terminator, as provided above, may elect to purchase trust created hereby continue beyond the earlier of (i) all the Distribution Date occurring in November 2035 and (ii) the expiration of 21 years from the death of the Group 1 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, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer or the Master Servicer, as applicable, to avoid disqualification of any of any Trust REMIC as a REMIC. In the case of any repurchase by the Servicer or the Master Servicer, as applicable, pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Servicer or the Master Servicer, as applicable; provided, however, such option may only be exercised if (i) the purchase price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each REO Property remaining in REMIC I-A class of notes secured primarily by the Class X Certificates and the Class P Certificates. In addition, any Swap Termination Payment payable to the Swap Provider then due but unpaid or which is the result of such termination shall be paid. The right of the Servicer or its designee to repurchase all Mortgage Loans pursuant to Section 9.01(a)(i(i) only if above shall be conditioned upon the aggregate Aggregate Stated Principal Balance of the Group 1 such Mortgage Loans and each REO Property remaining in REMIC I-A at the time of any such election is reduced repurchase aggregating an amount equal to or less than 10% of the aggregate Aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesIf such right is exercised, the purchase by Servicer upon such repurchase shall provide to the related Terminator Trustee and Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. The right of the Master Servicer, or its designee to repurchase all Mortgage Loans pursuant to (i) in the second preceding paragraph shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 5% of the Aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master Servicer, upon such repurchase shall provide to the Trustee and the REO Properties underlying the Certificates is intended to facilitate a redemption Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice Securities Administrator for payment of the liquidation of any Certificates final distribution and cancellation, shall be given promptly by the Paying Agent Securities Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans Servicer’s or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer’s, as applicable, by the related Terminatorelection to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Securities Administrator therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarSecurities Administrator therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer, as applicable, by the related Terminatoror its designee’s election to repurchase, the related Terminator Servicer or the Master Servicer, as applicable, or its designee shall deliver to the Paying Agent Securities Administrator for deposit in the Distribution Certificate Account (with notice to on the Trustee and the Trust Administrator) not later than the last Business Day of the month next immediately preceding the month Distribution Date specified in which such distribution will be made notice an amount in immediately available funds equal to the Group 1 Termination Price or above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Group 2 Termination PriceCertificates by the Certificateholders, the Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian, Servicer and Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or the Master Servicer’s, as applicable, election to repurchase, or (ii) if the Servicer or the Master Servicer, as applicable, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Class A, Class M or Class X Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest, plus with respect to each Class I-A2 Certificate and Class M Certificate, any unpaid Allocated Realized Loss Amount; and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of such Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class X Certificates and to pay any such amounts to the Holders of the Class X Certificates. Upon certification to the Trustee Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Servicer or the Master Servicer, as applicable, for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Servicer or the Master Servicer, as applicable, as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Securities Administrator shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallSecurities Administrator shall take reasonable steps as directed by the Company in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 105% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 105% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar7)
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit related Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Master Servicer or its designee of all Group 1 related Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each such Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any such REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by at the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and expense of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments plus (c) any Swap Termination Payment payable to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment Swap Provider pursuant to the Holders related Interest Rate Swap Agreement which remains upaid or which is due to the exercise of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of such option (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A a “Swap Optional Termination Payment”), and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan in the related Loan Group remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The respect thereof); provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in May 2036 (ii) 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 and (iii) the “latest possible maturity date” specified in the Preliminary Statements with respect to the related Regular Interests and Certificates, and provided further, that the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A price set forth above shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-Aincreased as is necessary, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, to avoid disqualification of any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 as a REMIC. In the case of any repurchase by the Master Servicer pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the consent Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Master Servicer. The right of the Master Servicer or its designee to repurchase all Mortgage Loans in a Loan Group pursuant to (i) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 10% of the Cut-off Date Balance of such Mortgage Loans. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished exercise prior to Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the month of purchase and the certification required by Section 3.16. In the case of a repurchase of Mortgage Loans and REO Property related to a Loan Group pursuant to clause (i) above, only an amount equal to the repurchase price specified in such clause (i) above for such Mortgage Loans and REO Property, less any related Swap Optional Termination Payment, shall be made available for distribution to the related Regular Certificates and Class IO Interests. The related Swap Optional Termination Payment shall be withdrawn by the Trustee from the Certificate Account and remitted to the Supplemental Interest Trust to be paid in accordance with Section 4.09(b). The Swap Optional Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC. Written notice of any termination, specifying the Distribution Date on upon which the Group 1 related Certificateholders may surrender their Certificates or to the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all Trustee for payment of the Group 1 Mortgage Loans final distribution and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposescancellation, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trustee by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related TerminatorMaster Servicer's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date 15th day of the month (or if such 15th day is not a Business Day, on the Business Day immediately preceding such 15th day) in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 such Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the such Certificates at the office of the Certificate RegistrarTrustee therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Master Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminatorits designee's election to repurchase, the related Terminator Master Servicer or its designee shall deliver to the Paying Agent Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Account Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the related Certificates by the Certificateholders, the Trustee shall first, pay itself its fee for such Distribution Date (with notice as described in Section 8.05 ) and any other amounts owing to the Trustee under this Agreement, and second, distribute to such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount determined as follows: with respect to each related Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Regular Certificate (other than the Class P Certificates) and the Trust Administrator) not later than related Class IO Interest, one month's interest thereon at the last Business Day applicable Pass-Through Rate, or otherwise distributable thereto, and any Unpaid Interest Shortfall Amount, plus with respect to each Subordinate Certificate, any unpaid Allocated Realized Loss Amount; with respect to the Class R Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the month next preceding related Regular Certificates and the month in which such distribution will be made an amount in immediately available funds equal related Class IO Interest, subject to the Group 1 Termination Price or the Group 2 Termination Price, as applicablepriorities set forth in Section 4.01. Upon certification to the Trustee and the Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Master Servicer for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Master Servicer as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the related Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Trustee shall mail give a second notice to the remaining non-tendering related Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the related Certificates shall not have been surrendered for cancellation, the Paying Agent shallTrustee shall take reasonable steps as directed by the Depositor in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Master Servicer or its designee of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by at the expense of the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof, and provided further that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of either REMIC I or REMIC II as a REMIC. In the case of any repurchase by the Master Servicer pursuant to clause (i), the Master Servicer shall include in such repurchase price the amount of any Advances that will be reimbursed to the Master Servicer pursuant to Section 3.11(iii) and the Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Master Servicer. The right of the Master Servicer or its designee to repurchase all Mortgage Loans pursuant to (i) above shall be conditioned upon the aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distri bution and cancellation, shall be given promptly by the Trustee by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Master Servicer's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. In the event such notice is given in connection with the Master Servicer or its designee's election to repurchase, the Master Servicer or its designee shall deliver to the Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount deter mined as follows: with respect to each Class A Certificate and Subordinate Certificate, the outstanding Certificate Principal Balance thereof, plus one month's interest thereon at the appli cable Pass-Through Rate and any previously unpaid Accrued Certificate Interest; and with respect to the Residual Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Class A Certificates and Subordinate Certificates, subject to the priorities set forth in Section 4.01(c). Upon certification to the Trustee by a Servicing Officer, following such final deposit, the Trustee shall promptly release the Mortgage Files as directed by the Master Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required by the Master Servicer as being necessary to effectu ate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Trustee shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Trustee shall take reasonable steps as directed by the Depositor, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Residual Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.
(b) On any Distribution Date on which the Stated Principal Balance of the Mortgage Loans is less than ten percent of the Cut-off Date Stated Principal Balance of the Mortgage Loans, either the Master Servicer or the Depositor, whichever gives notice first, shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest. The Master Servicer or the Depositor, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Depositor, as applicable, anticipates that it will purchase the Certificates pursuant to Section 9.01(b). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 9.01(b), shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Trustee and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Depositor gives the notice specified above, the Master Servicer or the Depositor, as applicable, shall deposit in the Certificate Account before the Distribution Date on which the purchase pursuant to Section 9.01(b) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. Upon presentation and surrender of the Certificates to be purchased pursuant to Section 9.01(b) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest with respect thereto. In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 9.01(b) is to be made, the Trustee shall on such date cause all funds in the Certificate Account deposited therein by the Master Servicer or the Depositor, as applicable, pursuant to this Section 9.01(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Depositor, as applicable, shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Depositor, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer or the Depositor, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Depositor, as applicable, shall be for all purposes the Holder thereof as of such date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp)
Termination Upon Repurchase or Liquidation. of the All Mortgage LoansLoans or upon Purchase of Certificates.
(a) Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the DepositorCompany, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Servicer and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Trustee to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Master Servicer or its designee of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed), included less the good faith estimate of the Master Servicer of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by at the expense of the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The respect thereof); provided, however, that in no event shall the trust created hereby continue beyond the earlier of (i) the Distribution Date occurring in April 2033 and (ii) 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, and provided further that the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A price set forth above shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-Aincreased as is necessary, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with to avoid disqualification of either REMIC I or REMIC II as a REMIC. In the consent of the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice case of any repurchase by the Master Servicer pursuant to clause (i), the Master Servicer shall include in such termination is furnished repurchase price the amount of any Advances that will be reimbursed to Holders of the Group 2 Certificates Master Servicer pursuant to Section 9.01(e)).
(c3.11(iii) [Reserved].
(d) The related Terminator and the Master Servicer shall have exercise reasonable efforts to cooperate fully with the right to purchase all Trustee in effecting such repurchase and the transfer of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all related Mortgage Files and related records to the Master Servicer. The right of the Group 2 Master Servicer or its designee to repurchase all Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if above shall be conditioned upon the aggregate Stated Principal Balance of the Group 1 such Mortgage Loans and each REO Property remaining in REMIC I-A at the time of any such election is reduced repurchase aggregating an amount equal to or less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesIf such right is exercised, the Master Servicer upon such repurchase shall provide to the Trustee, notice of such exercise prior to the Determination Date in the month preceding the month of purchase and the certification required by Section 3.16. Notice of any termination, specifying the related Terminator Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the Mortgage Loans final distribution and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoingcancellation, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trustee by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related TerminatorMaster Servicer's election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trustee therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrustee therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Master Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminatorits designee's election to repurchase, the related Terminator Master Servicer or its designee shall deliver to the Paying Agent Trustee for deposit in the Certificate Account on the Business Day immediately preceding the Distribution Account (with Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall first, pay itself the Trustee's Fees for such Distribution Date and any other amounts owing to the Trustee under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount determined as follows: with respect to each Class A Certificate and Subordinate Certificate, the outstanding Certificate Principal Balance thereof, plus one month's interest thereon at the applicable Pass-Through Rate and any previously unpaid Accrued Certificate Interest; and with respect to the Residual Certificates, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above de scribed repurchase price and the Trust Administrator) not later than aggregate amount to be distributed to the last Business Day Holders of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal Class A Certificates and Subordinate Certificates, subject to the Group 1 Termination Price or the Group 2 Termination Price, as applicablepriorities set forth in Section 4.01(c). Upon certification to the Trustee Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Master Servicer for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee acknowledges that the Custodian shall execute all assignments, endorsements and other instruments delivered to it which are required by the Master Servicer as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Trustee shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallTrustee shall take reasonable steps as directed by the Company, directly or through appoint an agentagent to take reasonable steps, mail to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Residual Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.
(b) On any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to ten percent of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, either the Master Servicer or the Company, whichever gives notice first, shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest. The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it will purchase the Certificates pursuant to Section 9.01(b). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 9.01(b), shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Trustee and each Rating Agency) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Certificate Account before the Distribution Date on which the purchase pursuant to Section 9.01(b) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. Upon presentation and surrender of the Certificates to be purchased pursuant to Section 9.01(b) by the Holders thereof, the Trustee shall first, pay itself the Trustee's Fees for such Distribution Date and any other amounts owing to the Trustee under this Agreement, and second, distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest with respect thereto. In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 9.01(b) is to be made, the Trustee shall on such date cause all funds in the Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to this Section 9.01(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, shall give a second written notice to remaining related non-tendering such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust escrow account and of contacting such Certificateholders shall be paid out of the assets remaining which remain in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon ceaseescrow account. No interest shall accrue or be payable to any Certificateholder on any amount held in trust the escrow account or by the Paying Agent Master Servicer or the Company, as applicable, as a result of such Certificateholder’s 's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following Any Certificate that is not surrendered on the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Group 2 CertificatesHolder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer or the Company, as applicable, shall be for all purposes the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier Holder thereof as of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofsuch date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)), provided, however, such option may only be exercised if the Group 1 Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar9)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 101% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 101% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar4)
Termination Upon Repurchase or Liquidation. of the All ------------------------------------------------- Mortgage Loans.
(a) . --------------- Subject to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the TrusteeSpecial Servicer, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust REMIC Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to Certificateholders as hereafter set forth and the Holders obligations of the Group 1 Certificates as hereinafter set forthREMIC Administrator to file the final Tax Returns for each of REMIC I and REMIC II and to maintain the books and records thereof for a commercially reasonable period) shall terminate upon payment (or provision for payment) to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator Majority Certificateholder of the Controlling Class (other than the Depositor or the Mortgage Loan Seller) the Master Servicer, or the Special Servicer (in that order of priority) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I at a price (to be calculated by the Master Servicer and the Trustee as of the close of business on the third Business Day preceding the date upon which notice of any such purchase is furnished to Certificateholders pursuant to the third paragraph of this Section 9.01 and as if the purchase was to occur on such Business Day) equal to (A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I-A , plus (B) the appraised value of each REO Property, if any, included in REMIC I (such appraisal to be conducted by a Qualified Appraiser selected by the Master Servicer or the Special Servicer and approved by the Trustee), minus (C) if such purchase is being made by the Master Servicer or the Special Servicer, the aggregate amount of unreimbursed Advances made by the related person, together with any Advance Interest payable to the related person in respect of such Advances and any unpaid servicing compensation remaining outstanding (which items shall be deemed to have been paid or reimbursed to the related person in connection with such purchase), and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by ; provided, however, that in no event shall the applicable Terminator trust created hereby continue beyond the expiration of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (21 years from the “Group 1 Termination Price”) equal death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Purchase Price Court xx Xx. Xxxxx, xxving on the date hereof. The Majority Certificatehxxxxx of the Group 1 Controlling Class (other than the Depositor or the Mortgage Loans included in REMIC I-ALoan Seller) has the right, plus and if the appraised value Majority Certificateholder of each related REO Propertythe Controlling Class fails to exercise such right, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Special Servicer, with the consent in that order of the Trusteepriority, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have has the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC II as contemplated by clause (i) of the preceding paragraph by giving written notice to the other parties hereto no later than 60 days prior to the anticipated date of purchase; provided, however, that the Master Servicer, the Special Servicer and any Majority Certificateholder of the Controlling Class (other than the Depositor or the Mortgage Loan Seller) each may so elect to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I only if the aggregate Stated Principal Balance of the Mortgage Pool at the time of such election is less than 1.0% of the aggregate Cut-A off Date Balance of all the Mortgage Loans included in the Trust Fund as of the Closing Date. In the event that the Master Servicer, the Special Servicer or any Majority Certificateholder of the Controlling Class (other than the Depositor or the Mortgage Loan Seller) elects to purchase all of the Mortgage Loans and each REO Property remaining in REMIC III in accordance with the preceding sentence, the Master Servicer, the Special Servicer or such Majority Certificateholder, as applicable, shall deposit into the Distribution Account not later than the Master Servicer Remittance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-A.
described purchase price (eexclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited into the Certificate Account) Notice or, if the Serviced Whole Loan is involved, in the Serviced Whole Loan Custodial Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Distribution Account on such Master Servicer Remittance Date from the Certificate Account or if the Serviced Whole Loan is involved, the Serviced Whole Loan Custodial Account pursuant to the first paragraph of Section 3.04(e). Upon confirmation that such final deposits have been made, the Trustee shall release or cause to be released to the purchaser or its designee, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the purchaser, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in REMIC I. Following the date on which the Class Principal Balances of the Investment Grade Sequential Pay Certificates are reduced to zero, the Sole Pooled Certificateholder shall have the right to exchange all of such Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund by giving written notice to all the parties hereto and each One Stamford Forum Controlling Holder no later than 60 days prior to the anticipated date of exchange. In the event that the Holders voluntarily participate in the exchange described above, such exchange shall occur by means of an arms length transaction for which such Holder shall have received, immediately upon the consummation of the exchange described in the next sentence, consideration (which consideration may include (among other things): cash (or its equivalent), a beneficial ownership interest in the related Mortgage Loan in the form of a participation or any combination thereof) for its beneficial ownership interest in the Trust Fund and its related interest in any REMIC created hereunder equal to the value of the Certificates held by such Holder. Further, in the event that the Sole Pooled Certificateholder elects to exchange all of its Certificates for all of the Mortgage Loans and each REO Property (or the pro rata portion thereof allocable to such Holders) remaining in the Trust in accordance with the second preceding sentence, the Sole Pooled Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Certificate Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Certificate Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit in the Certificate Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the REMIC I Distribution Account on such Distribution Date from the Certificate Account pursuant to Section 3.04(c)(i). Upon confirmation that such final deposits have been made and following the surrender of all the Certificates beneficially owned by the Sole Pooled Certificateholder, the Trustee shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Pooled Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Pooled Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with Section 9.02. The remaining Mortgage Loans and REO Properties shall thereupon be deemed distributed to the Sole Pooled Certificateholder in liquidation of the Trust Fund pursuant to Section 9.02. Solely for federal income tax purposes, the Sole Pooled Certificateholder shall be deemed to have purchased the assets of REMIC I for an amount equal to the remaining Class Principal Balance of their respective Certificates, plus accrued, unpaid interest with respect thereto, and the Trustee shall credit such amounts against amounts distributable in respect of such Certificates and the Corresponding REMIC I Regular Interests. Notice of any termination shall be given promptly by the Paying Agent Trustee by letter to the related Certificateholders (with a copy and, if not previously notified pursuant to the Trustee and preceding paragraph, to the Trust Administrator other parties hereto mailed (a) in the event such notice is given in connection with a purchase by the purchase Master Servicer or any Majority Certificateholder of either the Group 1 Mortgage Loans Controlling Class (other than the Depositor or the Group 2 Mortgage Loan Seller) of all of the Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, not earlier than the 15th fifteenth day and not later than the 25th twenty-fifth day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in fifth day of such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, the Trust will terminate and final payment of on the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designatedmade, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office offices of the Certificate Registrar. In the event Registrar or such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price, as applicableother location therein designated. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, presentation and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation surrender of the Certificates by the Certificateholders on the related final Final Distribution Date to the Certificate RegistrarDate, the Paying Agent Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates such Certificateholder's Percentage Interest of that portion of the amount otherwise distributable Available Distribution Amount and Prepayment Premiums for such date that is allocable to payments on such Distribution Date the relevant Class in accordance with Section 4.01 4.01(b) and Section 4.01(c)(i). Final distributions on the REMIC I Regular Interests shall be deemed to be made on such date as provided in respect of the Certificates so presented Section 4.01(a)(i), Section 4.01(a)(ii), Section 4.01(b) and surrenderedSection 4.01(c)(iv). Any funds not distributed to any Holder or Holders of Certificates being retired of any Class on such the Final Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust by the Paying Agent and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shallTrustee, directly or through an agent, mail a final notice shall take such reasonable steps to contact the remaining related non-tendering Certificateholders concerning the surrender of their CertificatesCertificates as it shall deem appropriate. The costs and expenses of maintaining the holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of the assets remaining in the trust such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder. If within one year after by the final notice any second anniversary of the delivery of such second notice, all of the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R-II Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets that remain subject thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-3)
Termination Upon Repurchase or Liquidation. of the All Mortgage Loans.
(a) Loans or upon Purchase of Certificates. Subject to Section 9.029.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent Securities Administrator and the Trust Administrator with respect to the Group 1 Mortgage Loans Trustee created hereby (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent Securities Administrator to make payments to the Holders of the Group 1 Certificates Certificateholders as hereinafter hereafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit Certificateholders of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or to them hereunder following the earlier to occur of (i) the purchase repurchase by the applicable Terminator Servicer, or its designee (or if the Servicer fails to exercise such option, the Master Servicer) of all Group 1 Mortgage Loans and each related REO Property in respect thereof remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A shall be Trust Fund at a price (the “Group 1 Termination Price”) equal to the Purchase Price sum of (a) 100% of the Group 1 unpaid principal balance of each Mortgage Loans included Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Net Mortgage Rate to the first day of the month in REMIC I-Awhich the proceeds of such repurchase are to be distributed, plus (b) the appraised value of each any REO Property (but not more than the unpaid principal balance of the related REO PropertyMortgage Loan, if anytogether with accrued interest on that balance at the Net Mortgage Rate to the first day of the month such repurchase price is distributed) less the good faith estimate of the Servicer or the Master Servicer, included as applicable, of liquidation expenses to be incurred in REMIC I-Aconnection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by or the Master Servicer, with the consent of the Trusteeas applicable, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee at the expense of the terminating party, and (c) any Swap Termination Payment payable to the Swap Provider which remains unpaid or which is due to the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur exercise of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A such optional termination; and (ii) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Group 2 Mortgage Loan remaining in the Trust Fund (or related the disposition of all REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(erespect thereof)).
(c) [Reserved].
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that in no event shall the related Terminator, as provided above, may elect to purchase trust created hereby continue beyond the earlier of (i) all the Distribution Date occurring in July 2036 and (ii) the expiration of 21 years from the death of the Group 1 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, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer or the Master Servicer, as applicable, to avoid disqualification of any of any Trust REMIC as a REMIC. In the case of any repurchase by the Servicer or the Master Servicer, as applicable, pursuant to clause (i), the Master Servicer shall exercise reasonable efforts to cooperate fully with the Trustee in effecting such repurchase and the transfer of the Mortgage Loans and related Mortgage Files and related records to the Servicer or the Master Servicer, as applicable; provided, however, such option may only be exercised if (i) the purchase price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each REO Property remaining in REMIC I-A class of notes secured primarily by the Class C Certificates and the Class P Certificates. In addition, any Swap Termination Payment payable to the Swap Provider then due but unpaid or which is the result of such termination shall be paid. The right of the Servicer or its designee to repurchase all Mortgage Loans pursuant to Section 9.01(a)(i(i) only if above shall be conditioned upon the aggregate Aggregate Stated Principal Balance of the Group 1 such Mortgage Loans and each REO Property remaining in REMIC I-A at the time of any such election is reduced repurchase aggregating an amount equal to or less than 10% of the aggregate Aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesIf such right is exercised, the purchase by Servicer upon such repurchase shall provide to the related Terminator Trustee and Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. The right of the Master Servicer, or its designee to repurchase all Mortgage Loans pursuant to (i) in the second preceding paragraph shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such repurchase aggregating an amount equal to or less than 5% of the Aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master Servicer, upon such repurchase shall provide to the Swap Provider, Trustee and the REO Properties underlying the Certificates is intended to facilitate a redemption Securities Administrator, notice of such exercise prior to the Determination Date in the month preceding the month of purchase. Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice Securities Administrator for payment of the liquidation of any Certificates final distribution and cancellation, shall be given promptly by the Paying Agent Securities Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans Servicer’s or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer’s, as applicable, by the related Terminatorelection to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the such final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Securities Administrator therein designated, (ii) the amount of any such final payment, payment and (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarSecurities Administrator therein specified. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans Servicer or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-AMaster Servicer, as applicable, by the related Terminatoror its designee’s election to repurchase, the related Terminator Servicer or the Master Servicer, as applicable, or its designee shall deliver to the Paying Agent Securities Administrator for deposit in the Distribution Certificate Account (with notice to on the Trustee and the Trust Administrator) not later than the last Business Day of the month next immediately preceding the month Distribution Date specified in which such distribution will be made notice an amount in immediately available funds equal to the Group 1 Termination Price or above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Group 2 Termination PriceCertificates by the Certificateholders, the Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian, Servicer, Swap Provider and Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or the Master Servicer’s, as applicable, election to repurchase, or (ii) if the Servicer or the Master Servicer, as applicable, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each Class A2, Class M or Class C Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Accrued Certificate Interest, plus with respect to each Class A Certificate and Class M Certificate, any unpaid Allocated Realized Loss Amount; and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Notwithstanding the foregoing, by acceptance of the Class R Certificates, the Holders of such Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts received in respect of such termination to the Holders of the Class C Certificates and to pay any such amounts to the Holders of the Class C Certificates. Upon certification to the Trustee Custodian by a Servicing Officer of the making of Officer, following such final deposit, the Trustee Custodian shall promptly release or cause to be released to the related Terminator the Mortgage Files as directed by the Servicer or the Master Servicer, as applicable, for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are required by the Servicer or the Master Servicer, as applicable, as being necessary to effectuate such transfer.
(f) Upon receipt of notice by . In the Paying Agent event that all of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender surrender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such the above-mentioned notice, the Paying Agent Securities Administrator shall mail give a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to and receive the final distribution with respect thereto. If within one year six months after the second notice all such of the Certificates shall not have been surrendered for cancellation, the Paying Agent shallSecurities Administrator shall take reasonable steps as directed by the Depositor in writing, directly or through appoint an agentagent to take reasonable steps, mail a final notice to contact the remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs , and expenses of maintaining the funds in trust and of contacting such Certificateholders cost thereof shall be paid out of the funds and other assets remaining in the trust fundswhich remain subject hereto. If within one year nine months after the final second notice any such all the Certificates shall not have been surrendered for cancellation, the Paying Agent Class R Certificateholders shall pay be entitled to Citigroup Global Markets Inc. all such amounts, unclaimed funds and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereofother assets which remain subject hereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP Trust 2006-2)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the TrusteeServicer, the Paying Agent, the Certificate Registrar, the Authenticating Agent Trustee and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Servicer and the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer to provide for and the Trust Administrator to provide for make payments in respect of the REMIC I Regular Interests and the Paying Agent to make payments to the Holders Classes of the Group 1 Certificates as hereinafter set forth) the Trust Fund shall terminate upon payment to the Holders of the Group 1 Certificates Certificateholders and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator Terminator, as defined below, (on a servicing retained basis) of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The ; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof and (b) the Latest Possible Maturity Date (as defined in the Preliminary Statement). Subject to Section 3.10 hereof, the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price greater of (i) the Stated Principal Balance of the Group 1 Mortgage Loans included in REMIC I-A, plus and the appraised value of each related any REO Property, if any, included in REMIC I-A, Properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion Trust Administrator) and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer, with the consent of the Trustee, Trust Administrator 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 Holders of the Group 1 Certificates related Certificateholders pursuant to Section 9.01(e9.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO Properties (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the The Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The related Terminator shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or all I pursuant to clause (i) of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates or the Group 2 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, Terminator may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(iclause (i) above only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A the Trust Fund at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or (ii) all as of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date. For federal income tax purposesBy acceptance of a Residual Certificate, the purchase by the related Terminator Holders of the Mortgage Loans Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the REO Properties underlying the Certificates is intended to facilitate a redemption extent received in respect of such Certificates pursuant termination, to a “cleanup call” pay any such amounts to the Holders of the Class CE Certificates. In addition, to the extent that the Master Servicer has not exercised such option within the meaning three months of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoingits ability to do so, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II-A.Servicer may exercise such option.
(ec) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent Trust Administrator by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II-A, as applicable, I will terminate and final payment of the Group 1 Certificates or the Group 2 Certificates, as applicable, and will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar Trust Administrator therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate RegistrarTrust Administrator. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans or the Group 2 Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as applicable, I by the related Terminator, the related Terminator shall deliver to the Paying Agent Trust Administrator for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price or the Group 2 Termination Price. The Trust Administrator shall remit to the Servicer from such funds deposited in the Distribution Account (i) any amounts which the Servicer would be permitted to withdraw and retain from the Collection Account pursuant to Section 3.11 and (ii) any other amounts otherwise payable by the Trust Administrator to the Servicer from amounts on deposit in the Distribution Account pursuant to the terms of this Agreement, as applicablein each case prior to making any final distributions pursuant to Section 9.01(d) below. Upon certification to the Trustee Trust Administrator by a Servicing Officer of the making of such final deposit, the Trustee Trust Administrator shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(fd) Upon receipt of notice by the Paying Agent Trust Administrator of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate RegistrarTrust Administrator, the Paying Agent Trust Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent Trust Administrator and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent Trust Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent Trust Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Opx1)
Termination Upon Repurchase or Liquidation. of the Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 1 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 1 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 1 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. I. The purchase by the applicable Terminator of all Group 1 Mortgage Loans and each related REO Property remaining in REMIC I-A I shall be at a price (the “Group 1 Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1 Certificates pursuant to Section 9.01(e)).
(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 2 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 2 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 2 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The purchase by the applicable Terminator of all Group 2 Mortgage Loans and each related REO Property remaining in REMIC II-A shall be at a price (the “Group 2 Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans included in REMIC II-A, plus the appraised value of each related REO Property, if any, included in REMIC II-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved]Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group 3 Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group 3 Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group 3 Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group 3 Mortgage Loans and each related REO Property remaining in REMIC III-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group 3 Mortgage Loan or related REO Property remaining in REMIC III-A. The purchase by the applicable Terminator of all Group 3 Mortgage Loans and each related REO Property remaining in REMIC III-A shall be at a price (the “Group 3 Termination Price”) equal to the Purchase Price of the Group 3 Mortgage Loans included in REMIC III-A, plus the appraised value of each related REO Property, if any, included in REMIC III-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 3 Certificates pursuant to Section 9.01(e)).
(d) The related Terminator shall have the right to purchase all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A and/or , all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A and/or all of the Group 3 Mortgage Loans and each REO Property remaining in REMIC III-A pursuant to Section 9.01(a)(i), Section 9.01(b)(i) or Section 9.01(b)(i9.01(c)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group 1 Certificates, the Group 2 Certificates or the Group 2 3 Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining in REMIC I-A I at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off Date and/or Date, (ii) all of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property remaining in REMIC II-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at the Cut-off Date and (iii) all of the Group 3 Mortgage Loans and each REO Property remaining in REMIC III-A pursuant to Section 9.01(c)(i) only if the aggregate Stated Principal Balance of the Group 3 Mortgage Loans and each REO Property remaining in REMIC III-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group 3 Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I, REMIC II-A or REMIC IIIII-A.
(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either any the Group 1 Mortgage Loans, the Group 2 Mortgage Loans or the Group 2 3 Mortgage Loans and each related REO Property remaining in REMIC I, REMIC II-A or REMIC IIIII-A, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which R REMIC I, REMIC II-A or REMIC IIIII-A, as applicable, will terminate and final payment of the Group 1 Certificates, Group 2 Certificates or the Group 2 3 Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group 1 Mortgage Loans, Group 2 Mortgage Loans or the Group 2 3 Mortgage Loans and each related REO Property remaining in REMIC I, REMIC II-A or REMIC IIIII-A, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group 1 Termination Price, Group 2 Termination Price or the Group 2 3 Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans, Group 2 Mortgage Loans or Group 2 3 Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.
(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Immediately following the deposit of funds in trust hereunder in respect of each of the Group 1 Certificates, Group 2 Certificates and the Group 2 3 Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-10)
