Auction Call/Optional Redemption Sample Clauses

Auction Call/Optional Redemption. (a) On the Initial Auction Call Date, the Master Servicer (or its agent) shall begin to solicit bids in a commercially reasonable manner for the purchase of the Mortgage Loans and other property of the Trust Estate. The Issuer shall sell the assets of the Trust Estate to the highest bidder so long as the Master Servicer has received at least three bids from prospective purchasers (other than an affiliate of the Depositor) and at least one such bid is equal to the Redemption Price for the Notes. This process will be repeated as frequently as the Master Servicer deems reasonable until the related Redemption Price is received. The Notes shall be redeemed on the Payment Date next succeeding a successful auction. The Master Servicer shall be reimbursed for the costs, including expenses associated with engaging an agent, of the sale before the proceeds are paid to the Securityholders. Notwithstanding the foregoing, the Master Servicer may, in its sole discretion, elect to delay the commencement of any auction for any period of time. (b) To the extent that the assets of the Trust Estate have not been sold pursuant to Section 7.2(a) above, subject to the conditions therein, the Holder of the Trust Certificate or its designee may effect the purchase of the Mortgage Loans (and related property) of the Trust Estate at a price equal to the sum of (A) 100% of the Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO Property), and (C) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon at the applicable Net Rate, except to the extent the Servicer was not or would not be required to make a P&I Advance hereunder. The right to purchase all Mortgage Loans and REO Properties pursuant to preceding paragraph of this Section 7.2(b) shall be conditioned upon the Pool Principal Balance, on the date of any such rep...