CHRS » Topics » THE PAYOFF AND TERMINATION

These excerpts taken from the CHRS 8-K filed Nov 3, 2009.
THE PAYOFF AND TERMINATION
 
SECTION 2.1 Termination of Obligations.  Subject to the terms and conditions of this Agreement, each of the Trustee and the Class A Purchaser acknowledges and agrees that, following receipt by the Administrator of the Payoff Amount on the Payoff Date, (i) the Supplement, the Certificate Purchase Agreement and the Fee Letter shall be terminated and (ii) neither the Seller nor the Servicer shall have any further obligations with respect to the Supplement, the Certificate Purchase Agreement, the Fee Letter or the Series 1999-2 Certificates, except for obligations that, by the terms of the Certificate Purchase Agreement survive the termination thereof.
 
SECTION 2.2 Waiver; Calculation of Payoff Amount; True-Up.
 
(a) The parties hereto agree to waive the refinancing provisions of Section 4(c) of the Supplement.
 
(b) No later than 2:00 p.m. New York time two Business Days prior to the Payoff Date, the Seller (or the Servicer on its behalf) shall request the Administrator to provide it with the Payoff Amount.
 
(c) Within one Business Day following receipt of the notice described in Section 2.2(b) hereof, the Administrator shall deliver to the Servicer, the Seller, and the Class A Purchaser a statement of the Payoff Amount and the calculation of the Payoff Amount and, in reasonable detail, the manner in which such amounts were determined.
 
(d) On the Payoff Date, the Seller shall cause the Servicer or its designee to transfer the Payoff Amount distributed on the Payoff Date to the Trustee for payment to the Administrator in immediately available funds.  Upon receipt by the Administrator of the Payoff Amount, the Administrator shall deliver the Investor Certificates representing the Class A Investor Interest (the “Class A Certificates”) to the Trustee for cancellation.
 
THE PAYOFF AND TERMINATION
 
SECTION 2.1 Termination of Obligations.  Subject to the terms and conditions of this Agreement, each of the Trustee and the Certificateholders acknowledges and agrees that, following transfer by the Servicer of the Payoff Amount to the Administrator on the Payoff Date, (i) the Supplement, the Certificate Purchase Agreement and the Fee Letter shall be terminated and (ii) neither the Seller nor the Servicer shall have any further obligations with respect to the Supplement, the Certificate Purchase Agreement, the Fee Letter or the Series 2004-VFC Certificates, except for obligations that, by the terms of the Certificate Purchase Agreement survive the termination thereof.
 
SECTION 2.2 Waiver; Calculation of Payoff Amount; True-Up.
 
(a) The parties hereto agree to waive the refinancing provisions of Section 4(c) of the Supplement.
 
(b) No later than 2:00 p.m. New York time two Business Days prior to the Payoff Date, the Seller (or the Servicer on its behalf) shall request the Administrator to provide it with the Class A Payoff Amount.
 
(c) Within one Business Day following receipt of the notice described in Section 2.2(a) hereof, the Administrator shall deliver to the Servicer, the Seller, and the Class A Purchaser a statement of the Class A Payoff Amount, setting forth in reasonable detail, the manner in which such amounts were calculated.
 
(d) One Business Day prior to the Payoff Date, the Servicer shall calculate the Class B Payoff Amount and following receipt of the statement described in Section 2.2(c) shall calculate the Payoff Amount.
 
(e) On the Payoff Date, the Seller shall cause the Servicer or its designee to transfer the Payoff Amount distributed on the Payoff Date to the Trustee in immediately available funds.  Concurrently therewith the Trustee shall (i) apply the Payoff Amount in accordance with the Supplement and the PSA after giving effect to all other distributions of Collections to be made on the Payoff Date and (ii) the Administrator shall deliver the Investor Certificates representing the Class A Investor Interest to the Trustee for cancellation.
 

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Nov 3, 2009
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