Common use of AUCTION CALL Clause in Contracts

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest Compensating Interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell or cause the sale of the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein. (f) The Trustee shall have no liability in respect of any bids it receives and such amounts shall be conclusive and binding upon the parties hereto and the Certificateholders.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.]

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor or the Residual Majority exercises holders of a majority in interest of the Class R Certificates does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell or cause the sale of the Assets, REO Properties and Repo Properties either (iI) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein. (f) The Trustee shall have no liability in respect of any bids it receives and such amounts shall be conclusive and binding upon the parties hereto and the Certificateholders.

AUCTION CALL. (a) If neither the Master Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, Assets and REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC ___ is then the Master Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC ___ as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Master Servicer of the highest bid and the terms of purchase, and the Master Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, Assets and REO Properties and Repo Properties either (i) to the Master Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer Depositor nor the Residual Majority Servicer exercises its optional termination right as described in Section 9.01 of the Standard Terms 11.01(a)(ii) within 90 [__] days after it the Distribution Date on which they are first becomes entitled to do so, the Depositor and the Servicer shall so notify the Trustee, and the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties Contracts and Repo Properties remaining in other property of the Trust Fund from no fewer than two [___] prospective purchasers that it believes to be Qualified Bidders. If OAC [IndyMac, Inc.] is then the Servicer of the AssetsServicer, the solicitation of bids shall be conditioned upon the continuation of OAC its continuing as the servicer of the Assets Contracts on terms and conditions substantially similar to those set forth in this Agreement. The Trustee shall provide the Pooling and Servicing Agreement, except that it shall not be required Servicer with [__] days written notice prior to pay compensating interest or make Advancesany action pursuant to this Section 11.02. (b) If the Trustee receives bids from at least two [___] Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three [___] Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties Contracts and Repo Properties other property of the Trust either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and pursuant to Section 5 hereof6.01. Any such sale must also comply with the requirements applicable of Section 11.01(b) and the second to a Terminating Purchase set forth in the last sentence of Section 9.02 of the Standard Terms11.01(a). (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms11.01(b)) shall be deducted from the bid price of the Assets, REO Properties Contracts and Repo Properties other property of the Trust in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two [___] Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties Contracts and Repo Propertiesother property of the Trust, and shall thereafter have no obligation to attempt to sell same. (e) The Each of the Depositor and the Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer Depositor nor the Residual Majority Servicer exercises its optional termination right as described in Section 9.01 of the Standard Terms 11.01(a)(ii) within 90 days after it the Distribution Date on which they are first becomes entitled to do so, the Depositor and the Servicer shall so notify the Trustee, and the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties Contracts and Repo Properties remaining in other property of the Trust Fund from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC AHFSI is then the Servicer of the AssetsServicer, the solicitation of bids shall be conditioned upon the continuation of OAC its continuing as the servicer of the Assets Contracts on terms and conditions substantially similar to those set forth in the Pooling and Servicing this Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties Contracts and Repo Properties other property of the Trust either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and pursuant to Section 5 hereof6.01. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Termssecond to the last sentence of Section 11.01(a) and Section 11.01(b). (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms11.01(b)) shall be deducted from the bid price of the Assets, REO Properties Contracts and Repo Properties other property of the Trust in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties Contracts and Repo Propertiesother property of the Trust, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.. 94 102 ARTICLE TWELVE

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 Within 90 days of the Standard Terms within 90 days after it first becomes entitled to do soAuction Sale Bid Date, the Trustee shall use commercially reasonable efforts to Master Servicer will notify the investment banking or whole-loan trading firm selected by the Depositor (such investment bank or trading firm, the "Advisor") who will solicit and will have sole responsibility for soliciting on behalf of the Trust competitive bids for the purchase of all Assets, REO Properties and Repo Properties the Mortgage Loans then remaining in the Trust for fair market value (such bidders may include the Depositor or any of its affiliates). If satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Asset Proceeds Account. The Advisor will solicit, on behalf of the Trust, good-faith bids from no fewer than two prospective purchasers that it believes are considered at the time to be Qualified Bidderscompetitive participants in the home loan mortgage market. The Advisor will consult with any securities brokerage houses identified by the Depositor as then making a market in the Certificates to obtain a determination as to whether the fair market value of such assets has been offered. If OAC is then the Servicer highest good-faith bid received by the Advisor from a qualified bidder is, in the judgment of the AssetsAdvisor, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater less than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms fair market value of such bid. The Trustee shall thereafter sell the Assets, REO Properties Mortgage Loans and Repo Properties either if such bid is sufficient (i) to reduce the ServicerCertificate Principal Balances of the Group I Certificates and Group II Certificates to zero, if it shall so elect, or (ii) to pay the highest bidderCurrent Interest Amount and the Interest Carry Forward Amount to the Group I Class A Certificates and the Group II Class A Certificates (and any Class AV-1, Class MV-1, Class MV-2 and Class BV Certificate Carryovers to the Class AV-1, Class MV-1, Class MV-2 and Class BV Certificates), and in either case (iii) the Current Interest Amount and the Interest Carryforward Amount to the Group I Subordinated Certificates and Group II Subordinated Certificates, the Master Servicer, upon the written direction of the Advisor and the Depositor, will, or will direct the Trustee shall distribute to, sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the net proceeds of Certificates; provided, however, the Master Servicer will decline to consummate such sale in redemption unless it receives from the Advisor written direction to proceed with such sale and an opinion of counsel addressed to the Master Servicer that such sale will not give rise either to "any prohibited transaction" tax under Section 860F(a)(1) of the Certificates in compliance with Article IX Code or to any tax on contribution to the REMIC after the Closing Date under Section 860G(d)(1) of the Standard Terms and Section 5 hereofCode. Any If such sale must also comply is not consummated in accordance with the requirements applicable foregoing, the Master Servicer will not be under any obligation to a Terminating Purchase set forth solicit any further bids or otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Depositor, the Master Servicer may notify the Advisor who will solicit bids from time to time in the future for the purchase of the Mortgage Loans upon the same terms described above. The Master Servicer 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 the Master Servicer hereunder. The Depositor shall not have the right to purchase from the Trust provided for in Section 9.02 of the Standard Terms. (c) Any costs incurred by . No Class of the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Certificates shall be a Designated Class pursuant to Section 9.02 of the Standard Terms, which Section 9.02 (and the provision for Optional Termination) shall not be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information applicable to the Trustee in connection with any auction sale as described hereinSeries 1997-2 Certificates.

AUCTION CALL. (a) If neither the Master Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, Assets and REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC ___ is then the Master Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC ___ as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Master Servicer of the highest bid and the terms of purchase, and the Master Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, Assets and REO Properties and Repo Properties either (i) to the Master Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, Assets and REO Properties and Repo Properties in determining the net proceeds therefrom.. 108 (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, Assets and REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Master Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Master Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, Assets and REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC ___ is then the Master Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC ___ as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Master Servicer of the highest bid and the terms of purchase, and the Master Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, Assets and REO Properties and Repo Properties either (i) to the Master Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, Assets and REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, Assets and REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Master Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 Within 90 days of the Standard Terms within 90 days after it first becomes entitled to do soAuction Sale Bid Date, the Trustee shall use commercially reasonable efforts to Master Servicer will notify the investment banking or whole-loan trading firm selected by the Depositor (such investment bank or trading firm, the "Advisor") who will solicit and will have sole responsibility for soliciting on behalf of the Trust competitive bids for the purchase of all Assets, REO Properties and Repo Properties the Mortgage Loans then remaining in the Trust for fair market value (such bidders may include the Depositor or any of its affiliates). If satisfactory bids are received as described below, the proceeds of the sale of such assets shall be deposited into the Asset Proceeds Account. The Advisor will solicit, on behalf of the Trust, good-faith bids from no fewer than two prospective purchasers that it believes are considered at the time to be Qualified Bidderscompetitive participants in the home loan mortgage market. The Advisor will consult with any securities brokerage houses identified by the Depositor as then making a market in the Certificates to obtain a determination as to whether the fair market value of such assets has been offered. If OAC is then the Servicer highest good-faith bid received by the Advisor from a qualified bidder is, in the judgment of the AssetsAdvisor, not less than the fair market value of such Mortgage Loans and if such bid is sufficient to reduce the Certificate Principal Balances of the Group I Certificates and Group II Certificates to zero and to pay the Current Interest Amount and the Interest Carry-Forward Amount to the Group I Class A Certificates and the Group II Class A Certificates and the Current Interest Amount to the Group I Subordinated Certificates and Group II Subordinated Certificates, the solicitation Master Servicer, upon the written direction of the Advisor and the Depositor, will sell and assign such Mortgage Loans without representation, warranty or recourse to such highest bidder and will redeem the Certificates; provided, however, the Master Servicer will decline to consummate such sale unless it receives from the Advisor written direction to proceed with such sale and an opinion of counsel addressed to the Master Servicer that such sale will not give rise either to "any prohibited transaction" tax under Section 860F(a)(1) of the Code or to any tax on contribution to the REMIC after the Closing Date under Section 860G(d)(1) of the Code. If such sale is not consummated in accordance with the foregoing, the Master Servicer will not be under any obligation to solicit any further bids or otherwise to negotiate any further sale of the Mortgage Loans. In such event, however, if directed by the Depositor, the Master Servicer may notify the Advisor who will solicit bids from time to time in the future for the purchase of the Mortgage Loans upon the same terms described above. The Master Servicer may consult with the Advisor and the advice of the Advisor shall be conditioned upon full and complete authorization and protection in respect of any action taken, suffered or omitted by the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it Master Servicer hereunder. The Depositor shall not be required have the right to pay compensating interest or make Advances. (b) If purchase from the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth Trust provided for in Section 9.02 of the Standard Terms. (c) Any costs incurred by . No Class of the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Certificates shall be a Designated Class pursuant to Section 9.02 of the Standard Terms, which Section 9.02 (and the provision for Optional Termination) shall not be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information applicable to the Trustee in connection with any auction sale as described hereinSeries 1997-1 Certificates.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it S - 26 FORM OF POOLING & SERVICING AGREEMENT shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer Servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest Compensating Interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell or cause the sale of the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein. (f) The Trustee shall have no liability in respect of any bids it receives and such amounts shall be conclusive and binding upon the parties hereto and the Certificateholders.

AUCTION CALL. (a) If neither the Servicer nor the Residual Majority exercises its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC BCI is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC BCI as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances.of (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein.

AUCTION CALL. (a) If neither the Servicer nor or the Residual Majority exercises holders of a majority in interest of the Class R Certificates does not exercise its optional termination right as described in Section 9.01 of the Standard Terms within 90 days after it first becomes entitled to do so, the Trustee shall use commercially reasonable efforts to solicit bids for the purchase of all Assets, REO Properties and Repo Properties remaining in the Trust from no fewer than two prospective purchasers that it believes to be Qualified Bidders. If OAC is then the Servicer of the Assets, the solicitation of bids shall be conditioned upon the continuation of OAC as the servicer of the Assets on terms and conditions substantially similar to those in the Pooling and Servicing Agreement, except that it shall not be required to pay compensating interest or make Advances. (b) If the Trustee receives bids from at least two Qualified Bidders and the net proceeds of the highest bid are equal to or greater than the Termination Price, the Trustee shall promptly advise the Servicer of the highest bid and the terms of purchase, and the Servicer shall have three Business Days, at its option, to match the terms of such bid. The Trustee shall thereafter sell or cause the sale of the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in either case the Trustee shall distribute the net proceeds of such sale in redemption of the Certificates in compliance with Article IX of the Standard Terms and Section 5 hereof. Any such sale must also comply with the requirements applicable to a Terminating Purchase set forth in Section 9.02 of the Standard Terms. (c) Any costs incurred by the Trustee in connection with such sale (including without limitation any legal opinions or consents required by Section 9.02 of the Standard Terms) shall be deducted from the bid price of the Assets, REO Properties and Repo Properties in determining the net proceeds therefrom. (d) If the Trustee does not obtain bids from at least two Qualified Bidders, or does not receive a bid such that the net proceeds therefrom would at least equal the Termination Price, it shall not sell the Assets, REO Properties and Repo Properties, and shall thereafter have no obligation to attempt to sell same. (e) The Servicer shall cooperate with and provide necessary information to the Trustee in connection with any auction sale as described herein. (f) The Trustee shall have no liability in respect of any bids it receives and such amounts shall be conclusive and binding upon the parties hereto and the Certificateholders.