Common use of Settlement Process Clause in Contracts

Settlement Process. (a) This Agreement shall be binding and effective upon Bank of America, Countrywide and the Initiating Certificateholder as of the Execution Date and shall continue to be binding and irrevocable until the Termination Date. (b) Within five (5) business days after the Execution Date, this Agreement shall be presented to the Trustee for its review and acceptance as follows: the Initiating Certificateholder will submit a letter to the Trustee (the “Request Letter”) (i) expressing its support for the Settlement, (ii) indicating that it intends to vote all of the certificates in the Trust owned or otherwise controlled by the Initiating Certificateholder in favor of the acceptance by the Trustee of the Settlement, (iii) requesting that the Trustee submit the Agreement and the Request Letter to the Certificateholders for the purpose of (x) notifying such Certificateholders of the existence, terms and conditions of the Settlement and of the Initiating Certificateholder’s support thereof, and (y) conducting a vote of the Certificateholders entitled to vote thereon as of the date of such notice with respect to the approval or rejection of the Settlement with respect to the Trust. Following the issuance of the Request Letter, each Initiating Certificateholder shall provide reasonable support in furtherance of effectuating the Settlement by causing all voting rights on the Trust certificates held or otherwise controlled by the Initiating Certificateholder to be voted in favor of acceptance of the Settlement for the Trust (and against any other proposal that would have the effect of disapproving, frustrating, delaying or changing the terms of approval of the Settlement), and by refraining from transferring or disposing of any such certificates held or otherwise controlled by the Initiating Certificateholder (other than to a Person who agrees to vote all such transferred certificates in the same manner as required of the Initiating Certificateholder under this Agreement) until the earlier of (A) the Acceptance Deadline, if the Trustee does not sign and deliver this Agreement prior to the Acceptance Deadline or (B) the Settlement Date, if the Trustee does sign and deliver this Agreement prior to the Acceptance Deadline; provided, however that continued holding is not required if prohibited by law or regulation. The Initiating Certificateholder’s obligations under this Section 2(b) shall also terminate in the event of a material breach of this Agreement by Bank of America, Countrywide or the Trustee that is not cured within ten (10) business days of notice of such breach having been provided by any Party. For the avoidance of doubt, the Request Letter shall not constitute, and the Initiating Certificateholder shall not be obligated to provide, a direction or instruction under any Transaction Document to the Trustee (other than by voting its certificates as agreed herein), and the Initiating Certificateholder shall not be required to indemnify, or pay or reimburse the costs or expenses of, any Person or to otherwise pay any out-of-pocket costs in connection with this Agreement.

Settlement Process. (a) This Agreement shall be binding and effective upon Bank of America, Countrywide and the Initiating Certificateholder Parties as of the Execution Date and shall continue to be binding and irrevocable until the Termination Date. (b) Within five (5) business days after the Execution Date, this Agreement shall be presented to the Trustee for its review and acceptance as follows: the Initiating Certificateholder Parties will submit a letter to the Trustee (the “Request Letter”) (i) expressing its their support for the Settlement, (ii) indicating that it intends they intend to vote all of the certificates in the Trust owned or otherwise controlled by the Initiating Certificateholder Parties in favor of the acceptance by the Trustee of the Settlement, (iii) requesting that the Trustee submit the Agreement and the Request Letter to the Certificateholders for the purpose of (x) notifying such Certificateholders of the existence, terms and conditions of the Settlement and of the Initiating Certificateholder’s Parties’ support thereof, and (y) conducting a vote of the Certificateholders entitled to vote thereon as of the date of such notice with respect to the approval or rejection of the Settlement with respect to the Trust. Following the issuance of the Request Letter, each Initiating Certificateholder shall provide reasonable support in furtherance of effectuating the Settlement by causing all voting rights on the Trust certificates held or otherwise controlled by the Initiating Certificateholder Parties to be voted in favor of acceptance of the Settlement for the Trust (and against any other proposal that would have the effect of disapproving, frustrating, delaying or changing the terms of approval of the Settlement), and by refraining from transferring or disposing of any such certificates held or otherwise controlled by the Initiating Certificateholder Parties (other than to a Person who agrees to vote all such transferred certificates in the same manner as required of the Initiating Certificateholder Parties under this Agreement) until the earlier of of (A) the Acceptance DeadlineTermination Date, if the Trustee does not sign and deliver this Agreement prior to the Acceptance Deadline or (B) the Settlement Date, if the Trustee does sign and deliver this Agreement prior to the Acceptance Deadline; provided, however that continued holding is not required if prohibited by law or regulation. The Initiating Certificateholder’s Parties’ obligations under this Section 2(b) shall also terminate in the event of a material breach of this Agreement by Bank of America, Countrywide or the Trustee that is not cured within ten (10) business days of notice of such breach having been provided by any Party. For the avoidance of doubt, the Request Letter shall not constitute, and the Initiating Certificateholder Parties shall not be obligated to provide, a direction or instruction under any Transaction Document to the Trustee (other than by voting its certificates as agreed herein), and the Initiating Certificateholder Parties shall not be required to indemnify, or pay or reimburse the costs or expenses of, any Person or to otherwise pay any out-of-pocket costs in connection with this Settlement Agreement.