Common use of Auction Sale Clause in Contracts

Auction Sale. If the Sponsor does not elect to exercise its clean-up call option pursuant to Section 10.01 hereof with respect to any Class or all Classes of Notes within three months after the related Clean-up Call Date, on the following Payment Date, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for less than the Minimum Sale Price, the Note Insurer may exercise the clean-up call option with respect to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale). In addition, so long as the auction process continues with respect to one or more Groups, all payments from such Group or Groups that would normally be distributed to the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class or Classes and all payments from the other Group or Groups that would normally be distributed to the Certificateholders will be deposited in the Reserve Account.

Auction Sale. If the Sponsor does not elect to exercise its clean-up call option pursuant to Section 10.01 hereof with respect to any Class or all Classes of Notes within three months after the related Clean-up Call Date, on the following Payment Date, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s 's fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “"Minimum Sale Price”"). However, if Noteholders representing 66 66-2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for less than the Minimum Sale Price, the Note Insurer may exercise the clean-up call option with respect to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale). In addition, so long as the auction process continues with respect to one or more Groups, all payments from such Group or Groups that would normally be distributed to the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class or Classes and all payments from the other Group or Groups that would normally be distributed to the Certificateholders will be deposited in the Reserve Account.

Auction Sale. If the Sponsor does not elect Seller fails, by the ninetieth day following the first Remittance Date on which such option may be exercised, to exercise its clean-up call purchase option pursuant to Section 10.01 hereof with respect to any Class or all Classes 8.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateSeller, the remaining Mortgage Loans in Trustee will notify the related SubRepresentative (or, if the Representative is unable or unwilling, another investment banking or whole-Trust loan trading firm selected by the Seller (the Representative or Sub-Trusts such other investment bank or trading firm, the "Advisor") who will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance solicit on behalf of the related Class or Classes Trustee competitive bids for the purchase of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit N hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will ask the Advisor to solicit, on behalf of the Trustee, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the home equity market. The Advisor will consult with any securities brokerage houses identified by the Seller as then making a market in the Class A Certificates to obtain a determination as to whether the fair market value of such assets has been offered. Any purchaser of such Mortgage Loans must agree to the continuation of the Master Servicer or any successor Master Servicer as servicer of the 110 assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Advisor from a qualified bidder is, in the judgment of the Representative, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Advisor and the Seller, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Class A Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, termination price set forth in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale)8.2(a) hereof. In addition, so long as the auction process continues bid must be in an amount sufficient to pay the fees and expenses of the Trustee owing hereunder. If such conditions are not met, the Trustee will, following consultation with respect the Advisor and the Seller, decline to one consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the Advisor an opinion of counsel addressed to it and the Certificate Insurer that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or more Groups, all payments from such Group or Groups that would normally be distributed to any tax on contributions to the Certificateholders pursuant to Section 8.02(xREMIC after the "startup day" under section 860G(d)(1) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be under any obligation to solicit any further bids or Classes and all payments otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Seller, the Trustee may solicit bids from the other Group or Groups that would normally be distributed time to the Certificateholders will be deposited time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Advisor and the advice of the Advisor shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder. The Seller shall reimburse the Trustee for any fees incurred under this Section 8.3 if a sale is not consummated. On each Payment Date following the Trustee's failure to obtain a satisfactory bid as described in this Section 8.3, the Class A-5 Pass-Through Rate shall be 7.650%.

Auction Sale. If the Sponsor does not elect Depositor fails, by the ninetieth day following the first Remittance Date on which such option may be exercised, to exercise its clean-up call purchase option pursuant to Section 10.01 hereof with respect to any Class or all Classes 8.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateDepositor, the remaining Mortgage Loans in Trustee will notify the related SubRepresentative (or, if the Representative is unable or unwilling, another investment banking or whole-Trust loan trading firm selected by the Depositor (the Representative or Sub-Trusts such other investment bank or trading firm, the "Advisor") who will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance solicit on behalf of the related Class or Classes Trustee competitive bids for the purchase of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit N hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will ask the Advisor to solicit, on behalf of the Trustee, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the home equity market. The Advisor will consult with any securities brokerage houses identified by the Depositor as then making a market in the Class A Certificates to obtain a determination as to whether the fair market value of such assets has been offered. Any purchaser of such Mortgage Loans must agree to the continuation of the Master Servicer or any successor Master Servicer as servicer of the assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Advisor from a qualified bidder is, in the judgment of the Representative, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Advisor and the Depositor, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Class A Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, termination price set forth in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale)8.2(a) hereof. In addition, so long as the auction process continues with respect bid must be in an amount sufficient to one or more Groups, all payments from such Group or Groups that would normally be distributed to pay the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders fees and expenses of the related Class or Classes Trustee owing hereunder. If such conditions are not met, the Trustee will, following consultation with the Advisor and all payments the Depositor, decline to consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the other Group Advisor an opinion of counsel addressed to it and the Certificate Insurer that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or Groups that would normally to any tax on contributions to any REMIC after the "startup day" under section 860G(d)(1) of the Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be distributed under any obligation to solicit any further bids or otherwise to negotiate any further sale of the Certificateholders will be deposited Mortgage Loans. In such event, however, if directed by the Depositor, the Trustee may solicit bids from time to time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Advisor and the advice of the Advisor shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder. The Depositor shall reimburse the Trustee for any fees incurred under this Section 8.3 if a sale is not consummated.

Auction Sale. If the Sponsor does not elect to exercise its clean-up call option pursuant to Section 10.01 hereof with respect to any either Class or all both Classes of Notes within three months after the related Clean-up Call Date, on the following Payment Date, the Indenture Trustee will begin an auction process to sell the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. Trusts. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s 's fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “"Minimum Sale Price”"). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for less than the Minimum Sale Price, the Note Insurer may exercise the clean-up call option with respect to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale). In addition, so long as the auction process continues with respect to one or more GroupsGroup, all payments from such that Group or Groups that would normally be distributed to the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class or Classes and applied as principal and all payments from the other Group or Groups that would normally be distributed to the Certificateholders will be deposited in the Reserve Account.

Auction Sale. If the Sponsor does not elect Seller fails, by the ninetieth day following the first Remittance Date on which such option may be exercised, to exercise its clean-up call purchase option pursuant to Section 10.01 hereof with respect to any Class or all Classes 8.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateSeller, the remaining Mortgage Loans in Trustee will notify the related SubRepresentative (or, if the Representative is unable or unwilling, another investment banking or whole-Trust loan trading firm selected by the Seller (the Representative or Sub-Trusts such other investment bank or trading firm, the "Advisor") who will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance solicit on behalf of the related Class or Classes Trustee competitive bids for the purchase of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit N hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will ask the Advisor to solicit, on behalf of the Trustee, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the home equity market. The Advisor will consult with any securities brokerage houses identified by the Seller as then making a market in the Class A Certificates to obtain a determination as to whether the fair market value of such assets has been offered. Any purchaser of such Mortgage Loans must agree to the continuation of the Master Servicer or any successor Master Servicer as servicer of the assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Advisor from a qualified bidder is, in the judgment of the Representative, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Advisor and the Seller, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Class A Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, termination price set forth in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale)8.2(a) hereof. In addition, so long as the auction process continues with respect bid must be in an amount sufficient to one or more Groups, all payments from such Group or Groups that would normally be distributed to pay the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders fees and expenses of the related Class or Classes Trustee owing hereunder. If such conditions are not met, the Trustee will, following consultation with the Advisor and all payments the Seller, decline to consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the other Group Advisor an opinion of counsel addressed to it and the Certificate Insurer that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or Groups that would normally to any tax on contributions to any REMIC after the "startup day" under section 860G(d)(1) of the Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be distributed under any obligation to solicit any further bids or otherwise to negotiate any further sale of the Certificateholders will be deposited Mortgage Loans. In such event, however, if directed by the Seller, the Trustee may solicit bids from time to time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Advisor and the advice of the Advisor shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder. The Seller shall reimburse the Trustee for any fees incurred under this Section 8.3 if a sale is not consummated.

Auction Sale. If the Sponsor Servicer does not elect to not, by the ninetieth day following the first Remittance Date on which such option may be exercised, exercise its clean-up call the purchase option pursuant to described in Section 10.01 hereof with respect to any Class or all Classes 9.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateUnaffiliated Seller, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to solicit competitive bids for the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell purchase of the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit L hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will solicit, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the mortgage loan market. The Trustee will consult with any securities brokerage houses identified by the Unaffiliated Seller as then making a market in the Mortgage Loans to obtain a determination as to whether the fair market value of such assets has been offered. Any purchaser of such Mortgage Loans must agree to the continuation of the Servicer or any successor servicer as servicer of the assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Trustee from a qualified bidder is, in the judgment of the Underwriter, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Unaffiliated Seller, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes greater of Notes for (i) the Minimum Sale Termination Price (such funds to be distributed according to the priority established, as applicable, set forth in Section 5.07). In any event, 9.2 hereof and (ii) the Indenture Trustee shall be entitled to reimbursement fair market value of its costs and expenses of any such sale the Mortgage Loans (including any fees and expenses associated with engaging a third-party to assist in any attempted auction saledisregarding accrued interest). In addition, so long as the auction process continues bid must be in an amount sufficient to pay the fees and expenses of the Trustee. If such conditions are not met, the Trustee will, following consultation with respect the Seller, decline to one consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the Unaffiliated Seller an opinion of counsel addressed to it that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or more Groups, all payments from such Group or Groups that would normally be distributed to any tax on contributions to the Certificateholders pursuant to Section 8.02(xREMIC after the "startup day" under section 860G(d)(1) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be under any obligation to solicit any further bids or Classes and all payments otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Unaffiliated Seller, the Trustee may solicit bids from the other Group or Groups that would normally be distributed time to the Certificateholders will be deposited time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Unaffiliated Seller and the advice of the Unaffiliated Seller shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder.

Auction Sale. If the Sponsor does not elect to exercise its clean-up call option pursuant to Section 10.01 hereof with respect to any Class or all Classes of Notes within three months after the related Clean-up Call Date, on the following Payment Date, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s 's fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”"MINIMUM SALE PRICE"). However, if Noteholders representing 66 66-2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for less than the Minimum Sale Price, the Note Insurer may exercise the clean-up call option with respect to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale). In addition, so long as the auction process continues with respect to one or more Groups, all payments from such Group or Groups that would normally be distributed to the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class or Classes and all payments from the other Group or Groups that would normally be distributed to the Certificateholders will be deposited in the Reserve Account.

Auction Sale. If the Sponsor does not elect Seller fails, by the ninetieth day following the first Remittance Date on which such option may be exercised, to exercise its clean-up call purchase option pursuant to Section 10.01 hereof with respect to any Class or all Classes 8.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateSeller, the remaining Mortgage Loans in Trustee will notify the related SubRepresentative (or, if the Representative is unable or unwilling, another investment banking or whole-Trust loan trading firm selected by the Seller (the Representative or Sub-Trusts such other investment bank or trading firm, the "Advisor") who will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance solicit on behalf of the related Class or Classes Trustee competitive bids for the purchase of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit N hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will ask the Advisor to solicit, on behalf of the Trustee, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the home equity market. The Advisor will consult with any securities brokerage houses identified by the Seller as then making a market in the Class A Certificates to obtain a determination as to whether the fair market value of such assets has been offered. Any purchaser of such Mortgage Loans must agree to the continuation of the Master Servicer or any successor Master Servicer as servicer of the assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Advisor from a qualified bidder is, in the judgment of the Representative, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Advisor and the Seller, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Class A Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, termination price set forth in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale)8.2(a) hereof. In addition, so long as the auction process continues bid must be in an amount sufficient to pay the fees and expenses of the Trustee owing hereunder. If such conditions are not met, the Trustee will, following consultation with respect the Advisor and the Seller, decline to one consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the Advisor an opinion of counsel addressed to it and the Certificate Insurer that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or more Groups, all payments from such Group or Groups that would normally be distributed to any tax on contributions to the Certificateholders pursuant to Section 8.02(xREMIC after the "startup day" under section 860G(d)(1) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be under any obligation to solicit any further bids or Classes and all payments otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Seller, the Trustee may solicit bids from the other Group or Groups that would normally be distributed time to the Certificateholders will be deposited time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Advisor and the advice of the Advisor shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder. The Seller shall reimburse the Trustee for any fees incurred under this Section 8.3 if a sale is not consummated. On each Payment Date following the Trustee's failure to obtain a satisfactory bid as described in this Section 8.3, the Class A-5 Pass-Through Rate shall be 7.775%.

Auction Sale. If the Sponsor does not elect to exercise its clean-up call option pursuant to Section 10.01 hereof with respect to any Class or all Classes of Notes within three months after the related Clean-up Call Date, on the following Payment Date, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s 's fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-third- party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “"Minimum Sale Price”"). However, if Noteholders representing 66 66-2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for less than the Minimum Sale Price, the Note Insurer may exercise the clean-up call option with respect to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale). In addition, so long as the auction process continues with respect to one or more Groups, all payments from such Group or Groups that would normally be distributed to the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class or Classes and all payments from the other Group or Groups that would normally be distributed to the Certificateholders will be deposited in the Reserve Account.

Auction Sale. If the Sponsor Servicer does not elect to not, by the ninetieth day following the first Remittance Date on which such option may be exercised, exercise its clean-up call the purchase option pursuant to described in Section 10.01 hereof with respect to any Class or all Classes 9.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateUnaffiliated Seller, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to solicit competitive bids for the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell purchase of the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit L hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will solicit, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the mortgage loan market. The Trustee will consult with any securities brokerage houses identified by the Unaffiliated Seller as then making a market in the Mortgage Loans to obtain a determination as to whether the fair market value of such assets has been offered. Any purchaser of such Mortgage Loans must agree to the continuation of the Servicer or any successor servicer as servicer of the assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Trustee from a qualified bidder is, in the judgment of the Prudential Securities Incorporated, as "Representative" under the Underwriting Agreement, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Unaffiliated Seller, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes greater of Notes for (i) the Minimum Sale Termination Price (such funds to be distributed according to the priority established, as applicable, set forth in Section 5.07). In any event, 9.2 hereof and (ii) the Indenture Trustee shall be entitled to reimbursement fair market value of its costs and expenses of any such sale the Mortgage Loans (including any fees and expenses associated with engaging a third-party to assist in any attempted auction saledisregarding accrued interest). In addition, so long as the auction process continues bid must be in an amount sufficient to pay the fees and expenses of the Trustee. If such conditions are not met, the Trustee will, following consultation with respect the Seller, decline to one consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the Unaffiliated Seller an opinion of counsel addressed to it that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or more Groups, all payments from such Group or Groups that would normally be distributed to any tax on contributions to the Certificateholders pursuant to Section 8.02(xREMIC after the "startup day" under section 860G(d)(1) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be under any obligation to solicit any further bids or Classes and all payments otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Unaffiliated Seller, the Trustee may solicit bids from the other Group or Groups that would normally be distributed time to the Certificateholders will be deposited time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Unaffiliated Seller and the advice of the Unaffiliated Seller shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder.

Auction Sale. If the Sponsor does not elect to exercise its clean-up call option pursuant to Section 10.01 hereof with respect to any either Class or all Classes one Class of Notes within three months after the related Clean-up Call Date, on the following Payment Date, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 A-1 Notes, any Class A-2 A-1 Net WAC Cap Carry-Forward Amount and the Class A-3 A-2 Notes, any Class A-3 A-2 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 66-2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for less than the Minimum Sale Price, the Note Insurer may exercise the clean-up call option with respect to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale). In addition, so long as the auction process continues with respect to one or more Groupseither Group, all payments from such Group or Groups that would normally be distributed to the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class or Classes and all payments from the other Group or Groups that would normally be distributed to the Certificateholders will be deposited in the related Reserve Account.

Auction Sale. If the Sponsor does not elect to exercise its clean-up call option pursuant to Section 10.01 hereof with respect to any either Class or all both Classes of Notes within three months after the related Clean-up Call Date, on the following Payment Date, the Indenture Trustee will begin an auction process to sell the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. Trusts. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s 's fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”"MINIMUM SALE PRICE"). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for less than the Minimum Sale Price, the Note Insurer may exercise the clean-up call option with respect to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale). In addition, so long as the auction process continues with respect to one or more GroupsGroup, all payments from such that Group or Groups that would normally be distributed to the Certificateholders pursuant to Section 8.02(x) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class or Classes and applied as principal and all payments from the other Group or Groups that would normally be distributed to the Certificateholders will be deposited in the Reserve Account.

Auction Sale. If the Sponsor does not elect Seller fails, by the ninetieth day following the first Remittance Date on which such option may be exercised, to exercise its clean-up call purchase option pursuant to Section 10.01 hereof with respect to any Class or all Classes 8.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateSeller, the remaining Mortgage Loans in Trustee will notify the related SubRepresentative (or, if the Representative is unable or unwilling, another investment banking or whole-Trust loan trading firm selected by the Seller (the Representative or Sub-Trusts such other investment bank or trading firm, the "Advisor") who will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance solicit on behalf of the related Class or Classes Trustee competitive bids for the purchase of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit N hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will ask the Advisor to solicit, on behalf of the Trustee, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the home equity market. The Advisor will consult with any securities brokerage houses identified by the Seller as then making a market in the Class A Certificates to obtain a determination as to whether the fair market value of such assets has been offered. Any purchaser of such Mortgage Loans must agree to the continuation of the Master Servicer or any successor Master Servicer as servicer of the assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Advisor from a qualified bidder is, in the judgment of the Representative, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Advisor and the Seller, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Class A Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes of Notes for the Minimum Sale Price (such funds to be distributed according to the priority established, as applicable, termination price set forth in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale)8.2(a) hereof. In addition, so long as the auction process continues bid must be in an amount sufficient to pay the fees and expenses of the Trustee owing hereunder. If such conditions are not met, the Trustee will, following consultation with respect the 101 Advisor and the Seller, decline to one consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the Advisor an opinion of counsel addressed to it and the Certificate Insurer that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or more Groups, all payments from such Group or Groups that would normally be distributed to any tax on contributions to the Certificateholders pursuant to Section 8.02(xREMIC after the "startup day" under section 860G(d)(1) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be under any obligation to solicit any further bids or Classes and all payments otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Seller, the Trustee may solicit bids from the other Group or Groups that would normally be distributed time to the Certificateholders will be deposited time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Advisor and the advice of the Advisor shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder. The Seller shall reimburse the Trustee for any fees incurred under this Section 8.3 if a sale is not consummated.

Auction Sale. If the Sponsor does not elect to Owners of the Class C Certificates do not, by the ninetieth day following the first Remittance Date on which such option may be exercised, exercise its clean-up call the purchase option pursuant to described in Section 10.01 hereof with respect to any Class or all Classes 9.2 hereof, then upon receipt of Notes within three months after written notice and direction from the related Clean-up Call Date, on the following Payment DateUnaffiliated Seller, the remaining Mortgage Loans in the related Sub-Trust or Sub-Trusts will be sold pursuant to the auction process outlined in Exhibit B. The amounts received from the auction sale must be sufficient to redeem the Notes for an amount equal to the aggregate outstanding Note Principal Balance of the related Class or Classes of Notes, plus all accrued and unpaid interest thereon including shortfalls of Interest Carry-forward Amounts (including, with respect to the Class A-2 Notes, any Class A-2 Net WAC Cap Carry-Forward Amount and the Class A-3 Notes, any Class A-3 Net WAC Cap Carry-Forward Amount), the Indenture Trustee’s fees and expenses associated with such auction sale (including any fees and expenses associated with engaging a third-party as agent to assist in the auction sale process), unreimbursed advances due and owing to the Master Servicer and all amounts due and owing to the Note Insurer (such aggregate amount, the “Minimum Sale Price”). However, if Noteholders representing 66 2/3% of the outstanding principal balance of the related Class or Classes of Notes consent and the Note Insurer consents, the Indenture Trustee may sell the Mortgage Loans remaining in the related Sub-Trust or Sub-Trusts after the Clean-up Call Date for less than the Minimum Sale Price. The Indenture Trustee will submit a claim to solicit competitive bids for the Note Insurer for any resulting shortfalls in Insured Amounts pursuant to Section 8.03 hereof. Additionally, to the extent that the auction sale would not produce sufficient proceeds and the Noteholders do not consent to sell purchase of the Mortgage Loans for fair market value. Such solicitation shall be conducted substantially in the manner described in Exhibit L hereto. In the event that satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Certificate Account. The Trustee will solicit, good-faith bids from no fewer than two prospective purchasers that are considered at the time to be competitive participants in the mortgage loan market. The Trustee will consult with any securities brokerage houses identified by the Unaffiliated Seller as then making a market in the Mortgage Loans to obtain a determination as to whether the fair market value of such assets has been offered. 104 Any purchaser of such Mortgage Loans must agree to the continuation of the Servicer or any successor servicer as servicer of the assets on terms substantially similar to those in this Agreement. If the highest good-faith bid received by the Trustee from a qualified bidder is, in the judgment of the Underwriter, not less than the Minimum Sale Pricefair market value of such Mortgage Loans and if such bid would equal the amount set forth in the following sentence, the Note Insurer may exercise Trustee, following consultation with and written direction from the clean-up call option with respect Seller, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Certificates. For the Trustee to consummate the sale, the bid must be at least equal to the related Class or Classes of Notes for the Minimum Sale Termination Price (such funds to be distributed according to the priority established, as applicable, set forth in Section 5.07). In any event, the Indenture Trustee shall be entitled to reimbursement of its costs and expenses of any such sale (including any fees and expenses associated with engaging a third-party to assist in any attempted auction sale)9.2 hereof. In addition, so long as the auction process continues bid must be in an amount sufficient to pay the fees and expenses of the Trustee and all amounts of the Certificate Insurer owing hereunder or under the Insurance Agreement. If such conditions are not met, the Trustee will, following consultation with respect the Seller, decline to one consummate such sale. In addition, the Trustee will decline to consummate such sale unless it receives from the Unaffiliated Seller an opinion of counsel addressed to it and the Certificate Insurer that such sale will not give rise either to any "prohibited transaction" tax under section 860F(a)(1) of the Code or more Groups, all payments from such Group or Groups that would normally be distributed to any tax on contributions to the Certificateholders pursuant to Section 8.02(xREMIC after the "startup day" under section 860G(d)(1) or 5.07(l) hereof will be distributed as principal to the Noteholders of the related Class Code. In the event such sale is not consummated in accordance with the foregoing, the Trustee will not be under any obligation to solicit any further bids or Classes and all payments otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Unaffiliated Seller, the Trustee may solicit bids from the other Group or Groups that would normally be distributed time to the Certificateholders will be deposited time in the Reserve Accountfuture for the purchase of the Mortgage Loans upon the same terms described above. The Trustee may consult with the Unaffiliated Seller and the advice of the Unaffiliated Seller shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder.