Common use of Optional Termination; Final Distribution on the Certificates Clause in Contracts

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than 35% of the Initial Aggregate Certificate Principal Balance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than 35[ ]% of the Initial Aggregate Certificate Principal Balance (such Distribution Date, the “Auction Call Date”)Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans [, the Underlying Securities] and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a)) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than 35% of the Initial Aggregate Certificate Principal Balance (such Distribution Date, the “Auction Call Date”), the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may shall consult Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated or any other financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a). If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold.

Optional Termination; Final Distribution on the Certificates. (a) On the first Distribution Date on or after the date on which the aggregate Class Principal Balance of the LIBOR Certificates is less than 35% of the Initial Aggregate Certificate Principal Balance (such Distribution Date, the “Auction Call Date”)Balance, the Trustee or its agent shall solicit bids for the purchase of the Mortgage Loans and all other property of the Trust Fund. To effectuate such sale, the Trustee (or an agent thereof) shall make reasonable efforts to sell all of the property of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which shall include the good faith solicitation of competitive bids to prospective purchasers that are considered at the time to be competitive participants in the applicable mortgage market. The Trustee may consult any financial advisor of its choice in order to identify potential bidders. The Trustee (or an agent thereof) shall sell all of the property of the Trust Fund to the highest bidder; provided, that (i) the sale price shall not be less than the Minimum Bid Price and (ii) the Trustee shall have received bids from no fewer than three prospective purchasers. The Trustee shall be entitled to reimbursement for all costs and expenses incurred by it under this Section 10.02(a)) before the proceeds are distributed to Certificateholders. If after following the procedures set forth in the immediately preceding paragraph the Trustee is unable to identify a prospective purchaser of the Trust Fund property that is willing to pay the Minimum Bid Price therefor, the Trustee (or an agent thereof) shall repeat the above-specified process at three-month intervals until the property of the Trust Fund has been sold.