This Auction Administration Agreement, dated as of January 31, 2006 (the “Agreement”) is between ROYAL BANK OF SCOTLAND PLC (“RBS”), and WELLS FARGO BANK, N.A., not in its individual capacity but solely as Securities Administrator under the Pooling...
This
Auction Administration Agreement,
dated
as of January 31, 2006 (the “Agreement”)
is
between ROYAL
BANK OF SCOTLAND PLC (“RBS”),
and
XXXXX
FARGO BANK, N.A.,
not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement (defined below), acting as the auction administrator
(the “Auction
Administrator”)
on
behalf of the Holders of the Auction Certificates (as defined
herein).
W
I T N E S S E T H
Whereas,
Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans,
Inc. as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities
Administrator, LaSalle Bank National Association, as Trustee, and Wilmington
Trust Company, as Delaware Trustee, entered into the Pooling and Servicing
Agreement (the “Pooling
and Servicing Agreement”),
dated
as of January 1, 2006, pursuant to which the Xxxxxxxxx Mortgage Securities
Trust
2006-1 Mortgage Loan Pass-Through Certificates, Series 2006-1 will be
issued;
Whereas,
the
Auction Administrator and RBS contemporaneously herewith are entering into
the
Auction Swap Agreement (as defined in the Pooling and Servicing
Agreement);
Whereas,
the
Auction Administrator, acting on behalf of the Holders of the Auction
Certificates, has been directed, in its capacity as Securities Administrator
under the Pooling and Servicing Agreement to execute and deliver the Auction
Swap Agreement;
Whereas,
the
parties hereto desire to enter into this Agreement, pursuant to the Pooling
and
Servicing Agreement, to provide for the Auction Administrator to (i) conduct
a
mandatory auction (the “Auction”)
of the
Class A-1, Class A-2 and Class A-3 Certificates (the “Auction
Certificates”)
five
Business Days before the Distribution Date in January 2009 (the Distribution
Date in January 2009 being referred to herein as “Auction
Distribution Date”),
(ii)
on the Auction Distribution Date, distribute to the Holders of the Auction
Certificates the Auction Proceeds together with the amounts, if any, due to
the
Auction Administrator pursuant to the Auction Swap Agreement, subject to a
maximum distribution to the Holders of the Auction Certificates of the Par
Price
and (iii) on the Auction Distribution Date, distribute to the Auction Swap
Counterparty (or its designee) any excess of the Auction Proceeds over the
Par
Price;
Now,
Therefore,
the
parties hereto agree as follows:
Section
1 Defined
Terms
For
purposes of this Agreement, unless the context clearly requires otherwise,
all
capitalized terms that are used but not otherwise defined herein shall have
the
respective meanings assigned to such terms in the Pooling and Servicing
Agreement.
Section
2 Auction
Procedures
| (a) |
By
10:30 AM New York time on the fifth Business Day preceding the Auction
Distribution Date (the “Notice
Date”),
the Auction Administrator will deliver a notice (telephonically and
by
facsimile transmission) to Greenwich Capital Markets, Inc. (“GCM”)
(which form of notice is attached hereto as Exhibit A) and at least
two
other entities listed on Schedule A hereto (which Schedule A may
be
amended by delivery of a revised Schedule A by GCM to the Auction
Administrator) or any successors thereof (together with GCM, the
“Dealers”)
selected by GCM by the Notice Date and request that they solicit
bids from
third-party investors, which may include Dealers (the “Bidders”).
The Auction Administrator will contact the Dealers via Exhibit A
and
request that they solicit bids from the Bidders for the purchase
of all or
a portion of the Auction Certificates, and will request that the
Bidders
respond to the Dealers, who in turn will convey such bids to the
Auction
Administrator, by 11:00 AM New York time on the second Business Day
prior
to the Auction Distribution Date (the “Bid
Date”).
The Auction Administrator will instruct the Dealers to instruct the
Bidders that (i) the bids must be submitted on an unconditional basis,
(ii) the bids should be submitted as a percentage of par (after
application of all principal to be distributed, and all Realized
Losses
and Recoveries to be allocated on the Auction Distribution Date,
plus the
related Available Funds Cap Shortfall Amounts as of the Auction
Distribution Date, after reducing such Available Funds Cap Shortfall
Amounts by the related Yield Maintenance Amounts received by the
Securities Administrator and/or amounts in the Available Funds Cap
Reserve
Fund, in each case paid on such Auction Distribution Date), and (iii)
the
price to be paid in connection with a winning bid must be deposited
into
the Auction Proceeds Account (as defined in Section 3(a) of this
Agreement) not later than 11:00 a.m. New York time on the Auction
Distribution Date. The Auction Administrator will request from each
Bidder, through the Dealers, instructions for transfer on the Auction
Distribution Date to the Bidder (or its designee) of the Auction
Certificates of each Class on which such Bidder is bidding in the
event
that such Bidder is the winning
Bidder.
|
| (b) |
As
soon as practicable after 11:00 AM New York time on the Bid Date,
the
Auction Administrator will determine the highest bid for each Auction
Certificate being auctioned, based on the bids received by the Auction
Administrator from the Dealers by 11:00 AM New York time. If no bids
for a
Class of Auction Certificates or for a portion of a Class of Auction
Certificates are received by 11:00 AM New York time on the Bid Date,
the
Auction Administrator will so advise the Dealers (including GCM)
by
telephone and facsimile transmission (in the form of notice attached
hereto as Exhibit B) and will extend the deadline for receipt of
bids for
such Class of Auction Certificates (or portion thereof) by two hours
to
1:00 PM New York time; if no bids are received by 1:00 PM New York
time
for such Class of Auction Certificates (or portion thereof), the
auction
price for such Auction Certificates for purposes of the Auction Swap
Agreement will be deemed to be zero. If only one bid for a Class
of
Auction Certificates (or portion thereof) being auctioned is received,
then the auction price for such Auction Certificates (or portion
thereof)
shall be the amount of such bid. In the event that on the Bid Date
two or
more bids of equal price (“Tie
Bids”)
are determined to be the highest bids for an aggregate amount greater
than
the Current Principal Amount of a Class of Auction Certificates,
then the
Bidders of the Tie Bids will each take a pro rata share in such Auction
Certificates (based on the aggregate Current Principal Amount for
such
Class of Auction Certificates for which each such Bidder submitted
a bid);
provided, however, that such Auction Certificates shall be issued
in the
minimum denomination, or multiples in excess thereof, authorized
by the
Pooling and Servicing Agreement.
|
| (c) |
In
the event that RBS defaults in its payment obligations under the
Auction
Swap Agreement:
|
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2 -
| (i) |
if
no bids for a Class of Auction Certificates are received, then the
Holders
of such Auction Certificates will retain such Auction Certificates
and
their rights under the Auction Swap Agreement;
|
| (ii) |
if
bids are received for some, but not all, Auction Certificates of
a Class,
then each Holder of such Class of Auction Certificates shall be deemed
to
have sold a pro rata portion of its Auction Certificates (based on
the
aggregate Current Principal Amount of such Class of Auction Certificates
held by each Holder and subject to the proviso in the last sentence
of
Section 2(b) of this Agreement) and shall retain the remaining Current
Principal Amount, if any, of such Class of Auction Certificates held
by it
and its rights under the Auction Swap
Agreement;
|
| (iii) |
if
bids are received for all Auction Certificates of a Class, then each
Holder of such Class of Auction Certificates shall be deemed to have
sold
all its Auction Certificates (subject to the proviso in the last
sentence
of Section 2(b) of this Agreement) and shall retain its rights under
the
Auction Swap Agreement;
|
| (iv) |
if
Auction Proceeds for the Auction Certificates of a Class are in excess
of
the Par Price for such Auction Certificates, then, on the Auction
Distribution Date, the Auction Administrator will distribute to the
Auction Swap Counterparty or its designee the amount of such excess;
and
|
| (v) |
if,
after the Holders of all Classes of Auction Certificates have received
the
Par Price for the relevant Auction Certificates, there are any remaining
proceeds from the early termination of the Swap Agreement, the Auction
Administrator will distribute to RBS (or to its designee) the amount
of
such remaining proceeds.
|
In
any
case described in (i)-(v) above, the Auction Administrator shall have no further
responsibility with respect to the auction of such Auction Certificates.
| (d) |
By
3:00 PM New York time on the Bid Date, the Auction Administrator
will
notify the winning Bidder(s) with respect to the applicable auctioned
Auction Certificates that (i) its bid was the highest bid and shall
give
it wiring instructions for payment of the purchase price for such
Auction
Certificates into the Auction Proceeds Account and (ii) unless such
purchase price is received by 11:00 AM New York time on the Auction
Distribution Date, such Bidder’s bid will be rejected and the bid of the
next highest Bidder(s) shall be accepted in accordance with clause
(f)
below.
|
| (e) |
By
3:30 PM New York time on the Bid Date, the Auction Administrator
shall
also notify RBS of the winning bid (or, if applicable, that no bids
have
been received) for each Auction Certificate. To the extent that the
winning bid for an Auction Certificate is less than the sum of the
Current
Principal Amount of such class of Auction Certificates on the Auction
Distribution Date, after application of all principal to be distributed,
and all Realized Losses and Recoveries to be allocated, to such class
of
Auction Certificates on the Auction Distribution Date, plus the related
Available Funds Cap Shortfalls for such Auction Certificate as of
the
Auction Distribution Date, after reducing such Available Funds Cap
Shortfalls by the related Yield Maintenance Amounts received by the
Securities Administrator and/or amounts in the Available Funds Cap
Reserve
Fund, in each case paid on such Auction Distribution Date, in accordance
with the terms of the Pooling and Servicing Agreement (the “Par
Price”)
on the Auction Distribution Date, the Auction Administrator will
notify
the Auction Swap Counterparty of the amount to be paid by the Auction
Swap
Counterparty to the Auction Administrator under the Auction Swap
Agreement, which amount shall be paid by the Auction Swap Counterparty
to
the Auction Administrator by 11:00 AM New York time on the Auction
Distribution Date. To the extent that the winning bid for an Auction
Certificate is greater than the Par Price for such Auction Certificate,
the Auction Administrator will notify the Auction Swap Counterparty
of the
amount to be paid on the Auction Distribution Date from Auction Proceeds
by the Auction Administrator to the Auction Swap Counterparty, or
its
designee, under the Auction Swap Agreement.
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| (f) |
If
a winning Bidder for a Certificate fails to wire the purchase price
for
such Certificate so it is received by the Auction Administrator by
11:00
AM New York time on the Auction Distribution Date, the Auction
Administrator will notify such Bidder as soon as practicable after
11:00
AM New York time and not later than 12:00 noon New York time that
its bid
has been rejected and will notify the next highest Bidder(s) for
such
Certificate, with a copy to the Auction Swap Counterparty, that its
bid
has been accepted and shall give it wiring instructions for payment
of the
purchase price for such Certificate into the Auction Proceeds Account
by
1:00 PM New York time on such Auction Distribution Date. In such
event,
the Auction Administrator shall also notify the Auction Swap Counterparty
of the amount to be paid by the Auction Swap Counterparty or to the
Auction Swap Counterparty (or its designee), as applicable, under
the
Auction Swap Agreement in accordance with Section 2(e) hereof.
|
| (g) |
On
the Auction Distribution Date, the Auction Administrator will (i)
(subject
to the surrender of the Certificate by the Holder thereof to the
Certificate Registrar pursuant to Section 5 hereof in the event that
the
Certificate is not then held in book-entry form) distribute to the
Holder
of each Certificate an amount (to be withdrawn from the Auction Proceeds
Account and, if necessary, the Swap Proceeds Account) equal to the
sum of
(A) the Auction Proceeds, subject to a maximum payment of the Par
Price
for such Certificate, and (B) the amount, if any, received from the
Auction Swap Counterparty under the Auction Swap Agreement with respect
to
such Certificate, and (ii) pay (from funds in the Auction Proceeds
Account) to the Auction Swap Counterparty, or if GCM or an affiliate
has
participated in the Auction as a Bidder and the Auction Swap Counterparty
is RBS, to an unaffiliated designee of RBS, the amount, if any, to
be paid
to the Auction Swap Counterparty or its designee under the Auction
Swap
Agreement. Such amounts will be distributed to the Holders of such
Auction
Certificates as a payment for the sale of such Auction Certificates
in the
same manner as such Holders would ordinarily receive distributions
on the
Auction Certificates. For purposes of this Agreement, “Auction
Proceeds”
shall mean the portion of the proceeds of the Auction of a Class
allocable
to a Certificate of such Class.
|
| (h) |
No
Holder of a Certificate or any party hereto will be responsible for
the
payment of any fees of, or costs incurred by, the Dealers in connection
with the Auction.
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Section
3 Establishment
of Accounts
| (a) |
The
Auction Administrator shall cause to be established and maintained
two
separate accounts for purposes of receiving and holding uninvested
(i) any
Auction Proceeds and (ii) the amounts, if any, received from the
Auction
Swap Counterparty under the Auction Swap Agreement (the “Auction
Proceeds Account”
and “Swap
Proceeds Account,”
respectively).
|
| (b) |
To
the extent that it constitutes a “reserve fund” for purposes of the REMIC
Provisions, the Swap Proceeds Account established hereunder shall
be an
“outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and
in that regard (i) such fund shall not be an asset of any REMIC,
(ii) such
fund shall be owned for federal tax purposes by the Auction Swap
Counterparty, and the Auction Swap Counterparty shall report all
amounts
of income, deduction, gain or loss accruing therefrom, and (iii)
amounts,
if any, transferred by the REMIC to such fund shall be treated as
distributed by the REMIC to the Auction Swap Counterparty. The Swap
Proceeds Account shall not be an asset of any
REMIC.
|
| (c) |
To
the extent that it constitutes a “reserve fund” for purposes of the REMIC
Provisions, the Auction Proceeds Account established hereunder shall
be an
“outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and
in that regard (i) such fund shall not be an asset of any REMIC,
(ii) such
fund shall be owned for federal tax purposes (A) with respect to
any
Auction Proceeds not in excess of the Par Price, by the Holders of
the
Auction Certificates, and (B) with respect to any Auction Proceeds
in
excess of the Par Price, by the Auction Swap Counterparty, and each
of the
Holders of the Auction Certificates and the Auction Swap Counterparty,
respectively, shall report all amounts of income, deduction, gain
or loss
accruing therefrom (if any), and (iii) amounts, if any, transferred
by the
REMIC to such fund shall be treated as distributed by the REMIC to
each of
the Auction Swap Counterparty and the Holders of the Auction Certificates,
respectively. The Auction Proceeds Account shall not be an asset
of any
REMIC.
|
Section
4 Notice
of Auction
On
the
Distribution Date in the month prior to the Auction Distribution Date, the
Auction Administrator shall give written notice by letter to the Holder of
each
Certificate (which form of notice is attached hereto as Exhibit C) that will
be
subject to the Auction, with a copy to RBS, specifying (i) that such Certificate
shall be auctioned in accordance with this Agreement on the Auction Distribution
Date and that the Par Price for such Certificate shall (upon the Auction
Administrator’s receipt thereof in accordance with Section 2 of this Agreement)
be payable to such Holder, subject to the surrender of the Certificate by the
Holder thereof to the Certificate Registrar pursuant to Section 5 hereof in
the
event that the Certificate is not then held in book-entry form, (ii) the Auction
Distribution Date, (iii) the method of calculating the Par Price payable to
such
Holder (in accordance with Section 2 of this Agreement) and (iv) in the event
such Certificate is not then held in book-entry form, that such Certificate
should be surrendered to the Certificate Registrar for registration of transfer
to the winning Bidder.
Section
5 Transfer
of Auction Certificates
Not
later
than 1:00 PM New York time on the Auction Distribution Date, the Auction
Administrator shall (subject to its receipt of the purchase price for the
Auction Certificate from the winning Bidder pursuant to Section 2(d) or 2(f)
hereof, as applicable, or if no bid was received for the Auction Certificate,
the amount required to be paid by the Auction Swap Counterparty under the
Auction Swap Agreement with respect to the Auction Certificate) instruct the
applicable clearing agency in writing, with a copy to the Auction Swap
Counterparty, to transfer the beneficial ownership interest in each Auction
Certificate to be purchased in the Auction to the winning Bidder (or with
respect to an Auction Certificate for which no bid was received, if the Auction
Swap Counterparty is RBS, to the GCM Designee). In the event such Auction
Certificate is not then held in book-entry form, the Holder of such Auction
Certificate shall surrender such Auction Certificate to the Certificate
Registrar for registration of transfer on the Auction Distribution Date to
the
winning Bidder (or with respect to an Auction Certificate for which no bid
was
received, if the Auction Swap Counterparty is RBS, to the GCM Designee). If
the
Holder of an Auction Certificate not then held in book-entry form fails to
deliver such Auction Certificate to the Certificate Registrar, then (i) the
Auction Administrator shall notify the Certificate Registrar of such failure
and
request that the Certificate Registrar deem such Auction Certificate cancelled
and issue a new Auction Certificate to the winning Bidder (or with respect
to an
Auction Certificate for which no bid was received, if the Auction Swap
Counterparty is RBS, to the GCM Designee), and (ii) the Par Price due to the
Holder of such Auction Certificate will be paid only upon surrender of such
Auction Certificate, without any accrued interest on the Par Price from the
Auction Distribution Date. For purposes of this Section 5, the “GCM
Designee”
is
an
entity that (i) is exempt from Federal income taxation pursuant to Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding
provision of any future United States internal revenue law and (ii) GCM has
confirmed meets the requirements of clause (i) and has identified in a notice
delivered to the Auction Administrator on the fifth Business Day preceding
the
Auction Distribution Date as the intended transferee of any Certificate for
which no bid is received.
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5 -
Section
6 Duties
and Responsibilities of the Auction Administrator
| (a) |
The
Auction Administrator undertakes to perform its duties hereunder
and only
such duties as are expressly set forth herein, and no implied covenants
or
obligations shall be read into this Auction Agreement against the
Auction
Administrator.
|
| (b) |
In
the absence of bad faith, gross negligence or willful misconduct
on its
part, or failure to comply with any of its express obligations hereunder,
the Auction Administrator, whether acting directly or through agents
or
attorneys as provided in Section 7(d) hereof, shall not be liable
for any
action taken, suffered, or omitted or for any error of judgment made
by it
in the performance of its duties hereunder. In no event shall the
Auction
Administrator be liable for indirect, punitive, special or consequential
damage or loss.
|
Section
7 Rights
of the Auction Administrator and the Certificate Registrar
| (a) |
The
Auction Administrator may rely upon conclusively, and shall be protected
in acting or refraining from acting upon, any written instruction,
notice,
request, direction, consent, report, certificate, form or bond certificate
or other instrument, paper or other document both (i) authorized
hereby
and (ii) reasonably believed by it to be genuine and to have been
signed
by the proper person. The Auction Administrator shall not be liable
for
acting, or refraining from acting in good faith upon any such
communication authorized hereby (including, but not limited to, any
communication made by telephone or other communication acceptable
to the
parties), that the Auction Administrator believes in good faith to
have
been given by the particular party or parties.
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| (b) |
The
Auction Administrator may consult with counsel of its choice (provided
such selection is made with reasonable care) and the advice of such
counsel shall be full and complete authorization and protection in
respect
of any action taken, suffered or omitted by it hereunder in good
faith and
in reliance thereon.
|
| (c) |
The
Auction Administrator shall not be required to advance, expend or
risk its
own funds or otherwise incur or become exposed to financial liability
in
the performance of its duties
hereunder.
|
| (d) |
The
Auction Administrator may perform its duties and exercise its rights
hereunder either directly or by or through agents or attorneys but
shall
not thereby be released from any of its responsibilities hereunder
subject
to clause (b) above.
|
| (e) |
In
no event shall the Auction Administrator be liable for any acts or
omissions of RBS or any Dealers. The Auction Administrator shall
have no
responsibility or liability for the failure by any Dealer to cooperate
in
the solicitation of bids or for the adequacy or sufficiency of any
bids
solicited by such Dealers or information provided by
GCM.
|
| (f) |
RBS
agrees to indemnify the Auction Administrator (and its directors,
officers
and employees) and hold it (and such directors, officers and employees)
harmless from and against any loss, liability, damage, cost and expense
of
any nature incurred by the Auction Administrator arising out of or
in
connection with this Agreement or with the administration of its
duties
hereunder, including but not limited to attorney’s fees and other costs
and expenses of defending or preparing to defend against any claim
of
liability unless and except to the extent such loss, liability, damage,
cost and expense shall be caused by the Auction Administrator’s gross
negligence, bad faith, willful misconduct or failure to comply with
any of
its express obligations hereunder. The foregoing indemnification
and
agreement to hold harmless shall survive the termination of this
Agreement.
|
| (g) |
The
Auction Administrator shall have no responsibility for providing
any
information related to the Auction Certificates to any Dealers or
Bidders.
|
| (h) |
RBS
agrees to indemnify the Certificate Registrar (and its directors,
officers
and employees) and hold it (and such directors, officers and employees)
harmless from and against any loss, liability, damage, cost and expense
of
any nature incurred by the Certificate Registrar arising out of or
in
connection with (i) any claim by a Holder of a Certificate not then
held
in book-entry form that such Certificate was improperly deemed canceled
by
the Certificate Registrar at the request of the Auction Administrator
pursuant to Section 5 of this Agreement or (ii) any claim by a Person
alleging to be a winning Bidder or a GCM Designee which Person did
not
receive a new Certificate because of contrary written instructions
delivered to the Certificate Registrar by RBS or any of its Affiliates,
including but not limited to attorney’s fees and other costs and expenses
of defending or preparing to defend against any claim of liability
unless
and except to the extent such loss, liability, damage, cost and expense
shall be caused by the Certificate Registrar’s gross negligence, bad
faith, willful misconduct or failure to comply with any of its express
obligations hereunder. The foregoing indemnification and agreement
to hold
harmless shall survive the termination of this Agreement or the earlier
removal or resignation of the Certificate
Registrar.
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Section
8 Miscellaneous
| (a) |
This
Auction Agreement shall remain in effect until the Auction Certificates
are purchased on the Auction Distribution Date and all proceeds thereof
have been disbursed.
|
| (b) |
The
rights and duties of the Auction Administrator under this Agreement
shall
cease upon termination of this Agreement, provided that rights under
Section 7 shall survive termination.
|
| (c) |
Except
for communications authorized to be by telephone pursuant to this
Agreement (which telephonic communications are to be made to the
telephone
number(s) listed below), all notices, requests and other communications
to
any party hereunder shall be in writing (for purposes of this Agreement,
telecopy shall be deemed to be in writing) and shall be given to
such
party, addressed to it, at its address or telecopy number for purposes
of
this Agreement, set forth below:
|
|
If
to the Auction Administrator:
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Xxxxx
Fargo Bank, N.A.
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000-0000
|
|
Attention:
Client Manager - Xxxxxxxxx 2006-1
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
|
|
|
If
to RBS, to each
of
the four parties listed below:
|
Greenwich
Capital Markets, Inc.,
as
agent for
The
Royal Bank of Scotland plc
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
|
|
To
the attention of the following:
Asset
Backed Trading
Xxx
Xxxxxx/Xxxxx Xxxxxxx
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
|
|
|
Asset
Backed Operations
Xxxxxx
Xxxxxxxxxx
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
|
|
|
Legal
Department
Xxxxx
Xxxxxxxx
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
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8 -
or
such
other address, telecopier number as such party may hereafter specify for such
purpose by notice to the other parties. Each such notice, request or
communication shall be effective (a) if given by telecopy, when such telecopy
is
transmitted to the telecopier number specified herein, receipt
confirmed, or (b) if given by any other means, when delivered at the address
specified herein.
| (d) |
This
Agreement contains the entire agreement between the parties hereto
relating to the subject matter hereof, and there are no other
representations, endorsements, promises, agreements or understandings,
oral, written or inferred, between the parties hereto relating to
the
subject matter hereof.
|
| (e) |
This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns, provided however, that any such transferee
of RBS
(or the guarantor of such transferee’s obligations hereunder) shall have a
credit rating of its long-term debt obligations no lower than the
current
rating of the long-term debt obligations of RBS. This Agreement shall
inure to the benefit of and be enforceable by the parties hereto
and their
respective successors and assigns. Nothing herein, express or implied,
shall give to any person, other than the parties hereto and their
respective successors or assigns, any benefit of any legal or equitable
right, remedy or claim hereunder, except as otherwise expressly
stated.
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| (f) |
This
Agreement shall not be deemed or construed to be modified, amended,
rescinded, canceled or waived, in whole or in part, except by written
instrument signed by a duly authorized representative of the parties
hereto. The failure of any party hereto to exercise any right or
remedy
hereunder in the event of a breach hereof by the other party shall
not
constitute a waiver of any such right or remedy with respect to any
subsequent breach.
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| (g) |
If
any clause, provision or section hereof shall be ruled invalid or
unenforceable by any court of competent jurisdiction, the invalidity
or
unenforceability of such clause, provision or section shall not affect
any
of the remaining clauses, provisions or sections
hereof.
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| (h) |
This
Agreement may be executed in several counterparts, each of which
shall be
an original and all of which shall constitute but one and the same
instrument. This Agreement shall take effect immediately upon the
execution and delivery hereof.
|
| (i) |
This
Agreement shall be governed by and construed in accordance with the
laws
of the State of New York applicable to contracts wholly performed
within
New York without reference to choice of law doctrine (other than
Section
5-1401 of the New York General Obligations
Law).
|
| (j) |
In
connection with this Agreement, GCM has acted as agent on behalf
of RBS.
GCM has not guaranteed and is not otherwise responsible for the
obligations of RBS under this Agreement.
|
-
9 -
In
Witness Whereof,
the
parties hereto have caused this Agreement to be duly executed and delivered
by
their proper and duly authorized officers as of the date first above
written.
XXXXX
FARGO BANK, N.A.,
not
in
its individual capacity but solely as Securities Administrator
under
the
Pooling and Servicing Agreement, acting as the Auction
Administrator
on
behalf
of the Holders of the Auction Certificates
By:
/s/ Xxx Xxxxx
Authorized
Signatory Xxx Xxxxx Vice
President
THE
ROYAL BANK OF SCOTLAND PLC
By: Greenwich
Capital Markets, Inc., as agent
By: /s/
Xxxxxx Xxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxx
Title
Senior Vice President
AAA
Schedule A
Bear,
Xxxxxxx & Co. Inc.
Telephone
(000) 000-0000
Fax
(000)
000-0000
Credit
Suisse
Telephone
(000) 000-0000
Fax
(000)
000-0000
Xxxxxxx,
Sachs & Co.
Telephone
(000) 000-0000
Fax
(000)
000-0000
Xxxxxx
Brothers Inc.
Telephone
(000) 000-0000
Fax
(000)
000-0000
AAA
Exhibit
A
[date]
By
Facsimile Transmission
[At
least
two other Dealers from Schedule A]
With
a
copy to:
Greenwich
Capital Markets, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Asset
Backed Trading
Xxx
Xxxxxx/Xxxxx Xxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
Asset
Backed Operations
Xxxxxx
Xxxxxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
Legal
Department
Xxxxx
Xxxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2006-1 Mortgage Loan Pass-Through
|
Certificates,
Series 2006-1
This
is
to advise you that the Class A-1, Class A-2 and Class A-3 Certificates of the
above-referenced series of Certificates are to be auctioned pursuant to the
terms of the Auction Administration Agreement, dated as of January 31, 2006,
a
copy of which is attached hereto.
You
are
hereby requested to solicit bids in accordance with the terms of the Auction
Administration Agreement.
[Add
the following only in the notices sent to GCM:
You
are
also hereby requested to submit to the Auction Administrator the identity of
the
GCM Designee (as defined in the Auction Administration Agreement) to whom any
Certificate for which no bid is received should be transferred on the Auction
Distribution Date.]
A-1
XXXXX
FARGO BANK, N.A.,
not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement, acting as the Auction
Administrator
on behalf of the
Holders
of the Auction Certificates
By:
Name:
Title:
A-2
Exhibit
B
[date]
By
Facsimile Transmission
[To
the
Dealers previously notified of the Auction]
With
a
copy to:
Greenwich
Capital Markets, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Asset
Backed Trading
Xxx
Xxxxxx/Xxxxx Xxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
Asset
Backed Operations
Xxxxxx
Xxxxxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
Legal
Department
Xxxxx
Xxxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2006-1 Mortgage Loan Pass-Through
|
Certificates,
Series 2006-1
This
is
to advise you that as of 11:00 AM today, the Auction Administrator has not
received bids for the following Class(es) (or portion thereof) of the
above-referenced series of Certificates:
[Class(es)
identified]
This
is
to further advise you that the deadline for the receipt of bids for the
above-referenced Certificates has been extended to 1:00 PM today. You are hereby
requested to solicit bids for such Certificates in accordance with the terms
of
the Auction Administration Agreement.
XXXXX
FARGO BANK, N.A.,
not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement, acting as the Auction
Administrator
on behalf of the
Holders
of the Auction Certificates
By:
Name:
Title
B-1
Exhibit
C
December
[day],
2008
By
Facsimile Transmission
[Holders
of the Certificates]
With
a
copy to:
Greenwich
Capital Markets, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Asset
Backed Trading
Xxx
Xxxxxx/Xxxxx Xxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
Asset
Backed Operations
Xxxxxx
Xxxxxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
Legal
Department
Xxxxx
Xxxxxxxx
Telephone
(000) 000-0000
Fax
(000)
000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2006-1 Mortgage Loan Pass-Through
|
Certificates,
Series 2006-1
Pursuant
to Section 4 of the Auction and Administration Agreement dated January 31,
2006
(the “Auction
Administration Agreement”)
between Xxxxx Fargo Bank, N.A., as Auction Administrator (in such capacity,
the
“Auction
Administrator”)
and
The Royal Bank of Scotland plc, this is to advise you that the following Classes
of the above-referenced series of Certificates are to be auctioned pursuant
to
the terms of the Auction Administration Agreement:
[Class(es)
identified]
Such
Certificates shall be auctioned on the Distribution Date in January 2009 (the
“Auction
Distribution Date”)
in
accordance with the provisions of the Auction Administration Agreement and
the
Par Price (as defined in the Auction Administration Agreement) for the
Certificates owned by you shall (to the extent of the Auction Administrator’s
receipt thereof in accordance with Section 2 of the Auction Administration
Agreement) be payable to you in connection with the sale of such
Certificates.
In
the
event any such Certificate is not held in book-entry form, such Certificate
must
be surrendered to the Certificate Registrar prior to payment of the Par Price
to
its Holder.
C-1
XXXXX
FARGO BANK, N.A.,
not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement, acting as the Auction
Administrator
on behalf of the
Holders
of the Auction Certificates
By:
Name:
Title
C-2
