This Auction Administration Agreement, dated as of November 29, 2006 (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 Pooling...
This
Auction Administration Agreement,
dated
as of November 29, 2006 (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 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,
Credit
Suisse First Boston Mortgage Securities Corp., 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
Custodian, and Wilmington Trust Company, as Delaware Trustee, entered into
the
Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”),
dated
as of November 1, 2006, for TMST 2006-6 pursuant to which the Xxxxxxxxx Mortgage
Securities Trust 2006-6 Mortgage Loan Pass-Through Certificates, Series 2006-6
will be issued;
Whereas,
the
Auction Administrator and CSI 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, and Class A-2 Certificates (the “Auction
Certificates”)
five
Business Days before the Distribution Date in November 2011 (the Distribution
Date in November 2011 being referred to herein as the “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
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(a)
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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 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 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,
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
Distribution 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 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.
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(b)
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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 Certificate 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 Certificates
or
for a portion of a Class of Auction Certificates 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 Certificates (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 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 Qualifying Bid for
a
Class of Auction Certificates (or portion thereof) being auctioned
is
received from or through any Dealers, then the auction price for
such
Auction Certificates (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 Certificate Principal Balance 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 Class
Certificate Principal Balance for such Class of Auction Certificates
for
which each such Bidder submitted a Qualifying 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.
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(c)
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In
the event that CSI defaults in its payment obligations under the
Auction
Swap Agreement:
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(i)
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if
no Qualifying 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;
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(ii)
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if
Qualifying 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 Class Certificate Principal Balance 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 Class Certificate Principal Balance, if any, of such Class
of
Auction Certificates held by it and its rights under the Auction
Swap
Agreement;
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(iii)
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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;
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(iv)
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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
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(v)
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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 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 Certificates.
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(d)
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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 Qualifying Bid was the highest
Qualifying 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 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 Certificate.
To the
extent that the winning Qualifying Bid for an Auction Certificate
is less
than the Class Certificate Principal Balance of such class of Auction
Certificates on the Auction Distribution Date, after application
of all
principal to be distributed, and all Realized Losses and Subsequent
Recoveries to be allocated, to such class of Auction Certificates
on the
Auction Distribution Date, in accordance with the terms of the Pooling
and
Servicing Agreement (the “Par
Price”)
on the Auction Distribution Date, or if no Qualifying Bids have been
received for a Certificate, 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 Qualifying 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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-3-
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(f)
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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
Qualifying 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 Qualifying 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. If no other Qualifying Bids are available to be
accepted pursuant to the preceding sentence, then the Auction Proceeds
for
such Certificate 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 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 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
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.
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(h)
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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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-4-
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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(b)
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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 be an outside reserve fund and
not 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.
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(c)
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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 be an outside reserve fund and
not 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.
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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 CSI, 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.
-5-
Section
5 Transfer
of Auction Certificates
Not
later
than 1:30 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 Qualifying 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 subject to the Auction to the winning Bidder (or with respect to
an
Auction Certificate for which no Qualifying Bid was received, if the Auction
Swap Counterparty is CSI, to the CSS 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
Qualifying Bid was received, if the Auction Swap Counterparty is CSI, to the
CSS
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 CSI, to the CSS 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 “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 Distribution Date as the intended transferee of any Certificate for
which no Qualifying Bid is received.
Section
6 Duties
and Responsibilities of the Auction Administrator
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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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Section
7 Rights
of the Auction Administrator and the Certificate Registrar
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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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(g)
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The
Auction Administrator shall have no responsibility for providing
any
information related to the Auction Certificates to any Dealers or
Bidders.
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(h)
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CSI
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 CSS Designee which Person did
not
receive a new Certificate because of contrary written instructions
delivered to the Certificate 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 Certificate 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 Certificate Registrar.
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-7-
Section
8 Miscellaneous
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(a)
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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.
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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)
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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 2006-6
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
One
Xxxxx Xxxxxx
Xxxxxx
X00 0XX
Xxxxxxx
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| Attention: |
Head
of Credit Risk Management;
Managing
Director - Operations Department; and
Managing
Director - Legal Department
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Telex
No,: 264521 Answerback: CSI G
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For
the purpose of facsimile notices or communications under this Agreement
(other than a notice or communication under Sections 5 or
6):
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-8-
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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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(f)
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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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-9-
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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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-10-
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/
Xxxxx X. Xxxxxx
Authorized
Signatory
CREDIT
SUISSE INTERNATIONAL
By:
/s/
Xxxxxx Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title
Authorized Signatory
By:
/s/
Bik Xxxx Xxxxx
Name:
Bik
Xxxx Xxxxx
Title
Authorized Signatory
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,
Xxxxx & 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
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Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2006-6 Mortgage Loan Pass-Through Certificates,
Series 2006-6
|
This
is
to advise you that the Class A-1 and Class A-2 Certificates of the
above-referenced series of Certificates are to be auctioned pursuant to the
terms of the Auction Administration Agreement, dated as of November 29, 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.
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
Certificate for which no bid is received should be transferred on the Auction
Distribution Date.]
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:
Credit
Suisse Securities (USA) LLC
00
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2006-6 Mortgage Loan Pass-Through Certificates,
Series 2006-6
|
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]
B-1
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-2
Exhibit
C
[date]
By
Facsimile Transmission
[Holders
of the Certificates]
With
a
copy to:
Credit
Suisse Securities (USA) LLC
00
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
|
Re:
|
Xxxxxxxxx
Mortgage Securities Trust 2006-6 Mortgage Loan Pass-Through Certificates,
Series 2006-6
|
Pursuant
to Section 4 of the Auction Administration Agreement dated November 29, 2006
(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 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 November 2011 (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
