This Auction Administration Agreement, dated as of April 27, 2007 (the “Agreement”) is between CREDIT SUISSE INTERNATIONAL (“CSI”), and WELLS FARGO BANK, N.A., not in its individual capacity but solely as Securities Administrator under the Sale and...
This
Auction Administration Agreement,
dated
as of April 27, 2007 (the “Agreement”)
is
between CREDIT
SUISSE INTERNATIONAL (“CSI”),
and
XXXXX
FARGO BANK, N.A.,
not in
its individual capacity but solely as Securities Administrator under the Sale
and Servicing Agreement (defined below), acting as the auction administrator
(the “Auction
Administrator”)
on
behalf of the Holders of the Auction Notes (as defined herein).
Whereas,
Structured Asset Securities Corporation, as Depositor, Xxxxxxxxx Mortgage Home
Loans, Inc., as Initial Seller and Sponsor, Xxxxxxxxx Mortgage Funding, Inc.,
as
Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator
(the "Securities
Administrator"),
LaSalle Bank National Association, as Indenture Trustee and Custodian (the
"Indenture
Trustee"),
and
Xxxxxxxxx Mortgage Securities Trust 2007-2 (the "Trust"),
entered into the Sale and Servicing Agreement (the “Sale
and Servicing Agreement”),
dated
as of April 1, 2007, and the Trust, the Indenture Trustee and the Securities
Administrator have entered into an Indenture dated as of April 1, 2007 (the
"Indenture")
pursuant to which the Trust will issue its Xxxxxxxxx Mortgage-Backed Notes,
Series 2007-2;
Whereas,
the
Auction Administrator and CSI contemporaneously herewith are entering into
the
Auction Swap Agreement (as defined in the Sale and Servicing
Agreement);
Whereas,
the
Auction Administrator, acting on behalf of the Holders of the Auction Notes,
has
been directed, in its capacity as Securities Administrator under the Sale and
Servicing Agreement to execute and deliver the Auction Swap
Agreement;
Whereas,
the
parties hereto desire to enter into this Agreement, pursuant to the Sale and
Servicing Agreement, to provide for the Auction Administrator to (i) conduct
a
mandatory auction (the “Auction”)
of the
Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class A-3A and Class A-3B Notes (the
“Auction
Notes”)
five
Business Days before the Payment Date in April 2012 (the Payment Date in April
2012 being referred to herein as the “Auction
Payment Date”),
(ii)
on the Auction Payment Date, distribute to the Holders of the Auction Notes
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 Notes of the Par Price and (iii)
on
the Auction Payment 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 Sale
and
Servicing Agreement.
Section
2 Auction
Procedures
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(a)
|
By
10:30 AM New York time on the fifth Business Day preceding the Auction
Payment Date (the “Notice
Date”),
the Auction Administrator will deliver a notice (telephonically and
by
facsimile transmission) to Credit Suisse Securities (USA) LLC
(“CSS”)
(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 CSS to the Auction
Administrator) or any successors thereof (together with CSS, the
“Dealers”)
selected by CSS 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 Qualifying Bids (as defined below) from
the
Bidders for the purchase of all or a portion of the Auction Notes,
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 Payment 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 Payment 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 AM New York time on the Auction Payment
Date (any bid conforming to the requirements of clauses (i) - (iii)
being
a "Qualifying
Bid").
The Auction Administrator will request from each Bidder, through
the
Dealers, instructions for transfer on the Auction Payment Date to
the
Bidder (or its designee) of the Auction Notes of each Class on which
such
Bidder is bidding in the event that such Bidder is the winning
Bidder.
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(b)
|
As
soon as practicable after 11:00 AM New York time on the Bid Date,
the
Auction Administrator will determine the highest Qualifying Bid for
each
Auction Note being auctioned, based on the Qualifying Bids received
by the
Auction Administrator from or through the Dealers by 11:00 AM New
York
time. If no Qualifying Bids for a Class of Auction Notes or for a
portion
of a Class of Auction Notes are received from or through any Dealers
by
11:00 AM New York time on the Bid Date, the Auction Administrator
will so
advise the Dealers (including CSS) by telephone and facsimile transmission
(in the form of notice attached hereto as Exhibit B) and will extend
the
deadline for receipt of Qualifying Bids for such Class of Auction
Notes
(or portion thereof) by two hours to 1:00 PM New York time; if no
Qualifying Bids are received by 1:00 PM New York time for such Class
of
Auction Notes (or portion thereof), the auction price for such Auction
Notes for purposes of the Auction Swap Agreement will be deemed to
be
zero. If only one Qualifying Bid for a Class of Auction Notes (or
portion
thereof) being auctioned is received from or through any Dealers,
then the
auction price for such Auction Notes (or portion thereof) shall be
the
amount of such Qualifying Bid. In the event that on the Bid Date
two or
more Qualifying Bids of equal price (“Tie
Bids”)
are determined to be the highest Qualifying Bids for an aggregate
amount
greater than the Class Principal Amount of a Class of Auction Notes,
then
the Bidders of the Tie Bids will each take a pro rata share in such
Auction Notes (based on the aggregate Class Note Principal Balance
for
such Class of Auction Notes for which each such Bidder submitted
a
Qualifying Bid); provided, however, that such Auction Notes shall
be
issued in the minimum denomination, or multiples in excess thereof,
authorized by the Sale and Servicing
Agreement.
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(c)
|
In
the event that CSI defaults in its payment obligations under the
Auction
Swap Agreement:
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-2-
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(i)
|
if
no Qualifying Bids for a Class of Auction Notes are received, then
the
Holders of such Auction Notes will retain such Auction Notes and
their
rights under the Auction Swap Agreement;
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(ii)
|
if
Qualifying Bids are received for some, but not all, Auction Notes
of a
Class, then each Holder of such Class of Auction Notes shall be deemed
to
have sold a pro rata portion of its Auction Notes (based on the aggregate
Class Principal Amount of such Class of Auction Notes 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 Class Principal Amount,
if any,
of such Class of Auction Notes held by it and its rights under the
Auction
Swap Agreement;
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(iii)
|
if
bids are received for all Auction Notes of a Class, then each Holder
of
such Class of Auction Notes shall be deemed to have sold all its
Auction
Notes (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;
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(iv)
|
if
Auction Proceeds for the Auction Notes of a Class are in excess of
the Par
Price for such Auction Notes, then, on the Auction Payment Date,
the
Auction Administrator will distribute to the Auction Swap Counterparty
or
its designee the amount of such excess;
and
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(v)
|
if,
after the Holders of all Classes of Auction Notes have received the
Par
Price for the relevant Auction Notes, there are any remaining proceeds
from the early termination of the Swap Agreement, the Auction
Administrator will distribute to CSI (or to its designee) the amount
of
such remaining proceeds.
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In
any
case described in (i)-(v) above, the Auction Administrator shall have no further
responsibility with respect to the auction of such Auction Notes.
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(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 Notes that (i) its Qualifying Bid was the highest Qualifying
Bid
and shall give it wiring instructions for payment of the purchase
price
for such Auction Notes into the Auction Proceeds Account and (ii)
unless
such purchase price is received by 11:00 AM New York time on the
Auction
Payment Date, such Bidder’s Qualifying Bid will be rejected and the
Qualifying Bid of the next highest Bidder(s) shall be accepted in
accordance with clause (f) below.
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(e)
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By
3:30 PM New York time on the Bid Date, the Auction Administrator
shall
also notify CSI of the winning Qualifying Bid (or, if applicable,
that no
Qualifying Bids have been received) for each Auction Note. To the
extent
that the winning Qualifying Bid for an Auction Note is less than
the Class
Principal Amount of such class of Auction Notes on the Auction Payment
Date, after application of all principal to be distributed, and all
Realized Losses and Subsequent Recoveries to be allocated, to such
class
of Auction Notes on the Auction Payment Date, in accordance with
the terms
of the Sale and Servicing Agreement (the “Par
Price”)
on the Auction Payment Date, or if no Qualifying Bids have been received
for a Note, 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 Payment Date.
To
the extent that the winning Qualifying Bid for an Auction Note is
greater
than the Par Price for such Auction Note, the Auction Administrator
will
notify the Auction Swap Counterparty of the amount to be paid on
the
Auction Payment 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)
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If
a winning Bidder for a Note fails to wire the purchase price for
such Note
so it is received by the Auction Administrator by 11:00 AM New York
time
on the Auction Payment 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 Qualifying Bid has been rejected
and will notify the next highest Bidder(s) for such Note, with a
copy to
the Auction Swap Counterparty, that its Qualifying Bid has been accepted
and shall give it wiring instructions for payment of the purchase
price
for such Note into the Auction Proceeds Account by 1:00 PM New York
time
on such Auction Payment Date. If no other Qualifying Bids are available
to
be accepted pursuant to the preceding sentence, then the Auction
Proceeds
for such Note for purposes of the Auction Swap Agreement will be
deemed to
be zero. If either such event occurs, 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.
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(g)
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On
the Auction Payment Date, the Auction Administrator will (i) (subject
to
the surrender of the Note by the Holder thereof to the Note Registrar
pursuant to Section 5 hereof in the event that the Note is not then
held
in book-entry form) distribute to the Holder of each Note 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 Note, and (B) the amount,
if
any, received from the Auction Swap Counterparty under the Auction
Swap
Agreement with respect to such Note, and (ii) pay (from funds in
the
Auction Proceeds Account) to the Auction Swap Counterparty, or if
CSS or
an affiliate has participated in the Auction as a Bidder and the
Auction
Swap Counterparty is CSI, to an unaffiliated designee of CSI, 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 Notes as a payment for the sale of such Auction
Notes in the same manner as such Holders would ordinarily receive
distributions on the Auction Notes. For purposes of this Agreement,
“Auction
Proceeds”
shall mean the portion of the proceeds of the Auction of a Class
allocable
to a Note of such Class.
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(h)
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No
Holder of a Note 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
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(a)
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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).
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-4-
Section
4 Notice
of Auction
On
the
Payment Date in the month prior to the Auction Payment Date, the Auction
Administrator shall give written notice by letter to the Holder of each Note
(which form of notice is attached hereto as Exhibit C) that will be subject
to
the Auction, with a copy to CSI, specifying (i) that such Note shall be
auctioned in accordance with this Agreement on the Auction Payment Date and
that
the Par Price for such Note 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 Note by the Holder thereof to the Note
Registrar pursuant to Section 5 hereof in the event that the Note is not then
held in book-entry form, (ii) the Auction Payment 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 Note is not then held in
book-entry form, that such Note should be surrendered to the Note Registrar
for
registration of transfer to the winning Bidder.
Section
5 Transfer
of Auction Notes
Not
later
than 1:30 PM New York time on the Auction Payment Date, the Auction
Administrator shall (subject to its receipt of the purchase price for the
Auction Note from the winning Bidder pursuant to Section 2(d) or 2(f) hereof,
as
applicable, or if no Qualifying Bid was received for the Auction Note, the
amount required to be paid by the Auction Swap Counterparty under the Auction
Swap Agreement with respect to the Auction Note) instruct the applicable
clearing agency in writing, with a copy to the Auction Swap Counterparty, to
transfer the beneficial ownership interest in each Auction Note subject to
the
Auction to the winning Bidder (or with respect to an Auction Note for which
no
Qualifying Bid was received, if the Auction Swap Counterparty is CSI, to the
CSS
Designee). In the event such Auction Note is not then held in book-entry form,
the Holder of such Auction Note shall surrender such Auction Note to the Note
Registrar for registration of transfer on the Auction Payment Date to the
winning Bidder (or with respect to an Auction Note for which no Qualifying
Bid
was received, if the Auction Swap Counterparty is CSI, to the CSS Designee).
If
the Holder of an Auction Note not then held in book-entry form fails to deliver
such Auction Note to the Note Registrar, then (i) the Auction Administrator
shall notify the Note Registrar of such failure and request that the Note
Registrar deem such Auction Note cancelled and issue a new Auction Note to
the
winning Bidder (or with respect to an Auction Note for which no bid was
received, if the Auction Swap Counterparty is CSI, to the CSS Designee), and
(ii) the Par Price due to the Holder of such Auction Note will be paid only
upon
surrender of such Auction Note, without any accrued interest on the Par Price
from the Auction Payment Date. For purposes of this Section 5, the “CSS
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) CSS 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 Payment Date as the intended transferee of any Note for which no
Qualifying Bid is received.
-5-
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(a)
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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 Agreement against the Auction
Administrator.
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(b)
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In
the absence of bad faith, 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.
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(a)
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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)
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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 in respect of any
action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.
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(c)
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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.
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(d)
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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.
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(e)
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In
no event shall the Auction Administrator be liable for any acts or
omissions of CSI 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
CSS.
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(f)
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CSI
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
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.
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-6-
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(g)
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The
Auction Administrator shall have no responsibility for providing
any
information related to the Auction Notes to any Dealers or
Bidders.
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(h)
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CSI
agrees to indemnify the Note 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 Note Registrar arising out of or in connection
with (i) any claim by a Holder of a Note not then held in book-entry
form
that such Note was improperly deemed canceled by the Note 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 CSS Designee which Person did not receive a new Note because of
contrary
written instructions delivered to the Note Registrar by CSI 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 Note Registrar’s 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 Note
Registrar.
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Section
8 Miscellaneous
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(a)
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This
Auction Agreement shall remain in effect until the Auction Notes
are
purchased on the Auction Payment Date and all proceeds thereof have
been
disbursed.
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(b)
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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.
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(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:
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If
to the Auction Administrator:
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Xxxxx
Fargo Bank, N.A.
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000-0000
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Attention:
Client Manager - Xxxxxxxxx 2007-2
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
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If
to CSI, to:
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Credit
Suisse International
Xxx
Xxxxx Xxxxxx
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-0-
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Xxxxxx
X00 0XX
Xxxxxxx
Attention: Head
of Credit Risk Management;
Managing Director - Operations Department; and
Managing Director - Legal Department
Telex
No,: 264521
Answerback: CSI G
For
the purpose of facsimile notices or communications under this Agreement
(other than a notice or communication under Sections 5 or 6):
Attention:
Managing Director - Legal Department
Facsimile
No.: 44
20 7888 2686
And
Attention:
OTC Operations, Derivatives Support Group
Facsimilie
No: 0 000 000-0000
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If
to CSS:
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Credit
Suisse Securities (USA) LLC
00
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000 3629
Attention:
Xxxxx Xxxx
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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.
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(d)
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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.
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(e)
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This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns, provided however, that any such transferee
of CSI
(or the guarantor of such transferee’s obligations hereunder) shall meet
the Approved Ratings Threshold (as defined in the Auction Swap Agreement).
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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-8-
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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)
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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.
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(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).
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-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.
not
in
its individual capacity but solely as Securities Administrator
under
the
Sale and Servicing Agreement, acting as the Auction Administrator
on
behalf
of the Holders of the Auction Notes
By:
/s/
Xxxxx X.
Xxxxxx
Authorized Signatory
CREDIT
SUISSE INTERNATIONAL
By:
/s/
Vittorio
Scialojo
Name: Vittorio Scialojo
Title: Authorized Signatory
By:
/s/
Xxxxxx X.
Xxxx
Name: Xxxxxx X. Xxxx
Title: Authorized Signatory
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:
Credit
Suisse Securities (USA) LLC
00
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2007-2 Mortgage-Backed Notes, Series
2007-2
|
This
is
to advise you that the Class
A-1, Class A-2A, Class A-2B, Class A-3A and Class A-3B Notes of the
above-referenced series of Notes are to be auctioned pursuant to the terms
of
the Auction Administration Agreement, dated as of April 27, 2007, a copy of
which is attached hereto.
You
are
hereby requested to solicit bids in accordance with the terms of the Auction
Administration Agreement.
A-1
[Add
the following only in the notices sent to CSS:
You
are
also hereby requested to submit to the Auction Administrator the identity of
the
CSS Designee (as defined in the Auction Administration Agreement) to whom any
Note for which no bid is received should be transferred on the Auction Payment
Date.]
XXXXX
FARGO BANK, N.A.,
not in
its individual capacity
but
solely as Securities Administrator under the Sale and Servicing
Agreement,
acting
as
the Auction Administrator on behalf of the
Holders
of the Auction Notes
By:
____________________________
Name:
Title
A-2
Exhibit
B
[date]
By
Facsimile Transmission
[To
the
Dealers previously notified of the Auction]
With
a
copy to:
Credit
Suisse Securities (USA) LLC
00
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2007-2 Mortgage-Backed Notes, Series
2007-2
|
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 Notes:
[Class(es)
identified]
B-1
This
is
to further advise you that the deadline for the receipt of bids for the
above-referenced Notes has been extended to 1:00 PM today. You are hereby
requested to solicit bids for such Notes 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 Sale and Servicing
Agreement,
acting
as
the Auction Administrator on behalf of the
Holders
of the Auction Notes
By:
____________________________
Name:
Title
B-2
Exhibit
C
[date]
By
Facsimile Transmission
[Holders
of the Notes]
With
a
copy to:
Credit
Suisse Securities (USA) LLC
00
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2007-2 Mortgage-Backed Notes, Series
2007-2
|
Pursuant
to Section 4 of the Auction Administration Agreement dated April 27, 2007 (the
“Auction
Administration Agreement”)
between Xxxxx Fargo Bank, N.A., as Auction Administrator (in such capacity,
the
“Auction
Administrator”)
and
Credit Suisse International, this is to advise you that the following Classes
of
the above-referenced series of Notes are to be auctioned pursuant to the terms
of the Auction Administration Agreement:
[Class(es)
identified]
Such
Notes shall be auctioned on the Payment Date in April 2012 (the “Auction
Payment Date”)
in
accordance with the provisions of the Auction Administration Agreement and
the
Par Price (as defined in the Auction Administration Agreement) for the Notes
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 Notes.
In
the
event any such Note is not held in book-entry form, such Note must be
surrendered to the Note 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 Sale and Servicing
Agreement,
acting
as
the Auction Administrator on behalf of the
Holders
of the Auction Notes
By:
____________________________
Name:
Title
C-2