Common use of Auction Procedures Clause in Contracts

Auction Procedures. (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. (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. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (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; (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; (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; (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 (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. 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. (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. (e) 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. (f) 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. (g) 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.

Auction Procedures. Auctions shall be conducted on each Auction Date (other than the Auction Date immediately preceding (a) By 10:30 AM New York time on each Auction Rate Note Interest Period commencing after the fifth Business Day preceding the ownership of an 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 Rate Note is no longer maintained in book-entry 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. Depository; (b) As soon as practicable each Auction Rate Note Interest Period commencing after 11:00 AM New York time the occurrence and during the continuance of a Payment Default; or (c) any Auction Rate Note Interest Period commencing less than two Business Days after the cure of a Payment Default). If, there is an Auction Agent on the Bid such Auction Date, Auctions shall be conducted in the Auction Administrator will determine the highest Qualifying Bid for following manner (such procedures to apply separately to 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.Rate Note): (ca) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement:SUBMISSIONS BY EXISTING OWNERS AND POTENTIAL OWNERS TO A BROKER-DEALER. (i) if no Qualifying Bids for a Class Prior to the Submission Deadline on each Auction Date: (A) each Existing Owner of Auction Rate Notes are receivedmay submit to a Broker-Dealer any information as to: (1) the principal amount of Outstanding Auction Rate Notes, then the Holders of if any, held by such Auction Notes will retain Existing Owner which such Auction Notes and their rights under Existing Owner desires to continue to hold without regard to the Auction Swap AgreementRate for the next succeeding Auction Rate Note Interest Period; (2) the principal amount of Outstanding Auction Rate Notes, if any, which such Existing Owner offers to sell if the Auction Rate for the next succeeding Auction Rate Note Interest Period shall be less than the rate per annum specified by such Existing Owner; and/or (3) the principal amount of Outstanding Auction Rate Notes, if any, held by such Existing Owner which such Existing Owner offers to sell without regard to the Auction Rate for the next succeeding Auction Rate Note Interest Period; and (B) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes which each such Potential Owner offers to purchase if the Auction Rate for the next succeeding Auction Rate Note Interest Period shall not be less than the rate per annum specified by such Potential Owner. For the purposes hereof, the communication to a Broker-Dealer of information referred to in clause (A)(1), (A)(2), (A)(3) or (B) of this paragraph (i) is hereinafter referred to as an "Order" and collectively as "Orders" and each Existing Owner and each Potential Owner placing an Order is hereinafter referred to as a "Bidder" and collectively as "Bidders;" an Order containing the information referred to in (x) clause (A)(1) of this paragraph (i) is hereinafter referred to as a "Hold Order" and collectively as "Hold Orders," (y) clause (A)(2) or (B) of this paragraph (i) is hereinafter referred to as a "Bid" and collectively as "Bids" and (z) clause (A)(3) of this paragraph (i) is hereinafter referred to as a "Sell Order" and collectively as "Sell Orders." (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 A) Subject to the proviso in the last sentence provisions of Section 2(b1.06(b) of this AgreementAppendix B, a Bid by an Existing Owner shall constitute an irrevocable offer to sell: (1) and shall retain the remaining Class Principal Amount, principal amount of Outstanding Auction Rate Notes specified in such Bid if any, of such Class of Auction Notes held by it and its rights under the Auction Swap Agreement;Rate determined as provided in this Section 1.06 of this Appendix B shall be less than the rate specified in such Bid; or (iii2) if bids are received for all such principal amount or a lesser principal amount of Outstanding Auction Rate Notes of a Class, then each Holder of such Class of Auction Notes shall to be deemed to have sold all its Auction Notes (subject to the proviso determined as set forth in the last sentence of Section 2(b1.06(d)(i)(D) of this Agreement) and shall retain its rights under Appendix B, if the Auction Swap Agreement; (iv) if Auction Proceeds for the Auction Notes of a Class are Rate determined as provided 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 (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. 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. (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) this Section 1.06 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 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. (f) 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. (g) 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 rate specified in such Bid; or (3) such principal amount or a lesser principal amount of (AOutstanding Auction Rate Notes to be determined as set forth in Section 1.06(d)(ii)(C) the Auction Proceeds, subject to a maximum payment of the Par Price for such Note, and (this Appendix B) the amount, if any, received from the rate specified shall be higher than the Maximum Auction Swap Counterparty under the Auction Swap Agreement with respect to such Note, Rate 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 ClassSufficient Clearing Bids have not been made.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Date (the “Notice Distribution Date”), the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities Greenwich Capital Markets, Inc. (USA) LLC (“CSS”"GCM") (which form of notice is attached hereto as Exhibit A) and at least two other entities broker-dealers 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 or assignees thereto (together with CSSGCM, the “"Dealers”") selected by CSS by the Notice Date GCM 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) bids from the Bidders Bidders, for the purchase of all or a portion of the Auction NotesCertificates, 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 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 par, (iii) the price to be paid in connection with a winning bid, in the case of the Class A-2, Class A-3 and Class A-4 Certificates, will include interest accrued (the "Accrued Interest") on the Certificate Principal Balance of the related Certificates after application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated allocated, on the Auction Payment Distribution Date from the first day of the month in which the Auction Distribution Date occurs up to but excluding the Auction Distribution Date at a rate equal to the Certificate Interest Rate for such Class of Certificates for the Distribution Date immediately following the Auction Distribution Date, and (iiiiv) 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 12:00 noon New York time on the first Business Day preceding the Auction Payment Distribution Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying BidDeposit Date"). The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid bid for each Auction Note Certificate being auctioned, based on the Qualifying Bids bids received by the Auction Administrator from or through the Dealers by 11:00 AM New York time. If no Qualifying Bids bids for a Class of Auction Notes Certificates or for a portion of a Class of Auction Notes 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 CSSGCM) 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 bids for such Class of Auction Notes (or portion thereof) Certificates by two hours to 1:00 PM New York time; if no Qualifying Bids bids are received by 1:00 PM New York time for such Class of Auction Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealersreceived, then the auction price for such Auction Notes (or portion thereof) Certificates shall be the amount of such Qualifying Bidbid. In the event that on the Bid Date two or more Qualifying Bids bids of equal price (“"Tie Bids”") are determined to be the highest Qualifying Bids bids for an aggregate amount greater than the Class Principal Amount Balance of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Certificate Principal Balance for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bidbid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults in its payment both GCD and the guarantor of GCD's obligations under the Auction Swap Agreement (the "Guarantor") default in their obligations under the Swap Agreement: (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; (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; (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; (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 (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. 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. (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. (e) 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. (f) 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. (g) 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.

Auction Procedures. Notwithstanding anything to the contrary in this Agreement, the following terms and conditions shall govern: (a) By 10:30 AM New York time on The sale of the fifth Business Day preceding the Auction Payment Date (the “Notice Date”)Acquired Assets, the Auction Administrator will deliver a notice (telephonically approval of this Agreement 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 consummation of the Auction Notes, and will request that the Bidders respond Transactions are expressly subject 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) higher or better offers that may be received and accepted by Sellers at the auction and (ii) entry of the Sale Order by the Bankruptcy Court. (b) Buyer shall have the right, in its sole discretion, to raise the price for the Acquired Assets (or to otherwise improve its offer contained in this Agreement) at any time until the conclusion of the auction. Each such improvement by Buyer in its bid at the auction shall constitute an irrevocable and binding amendment to this Agreement. (c) Buyer’s bid shall remain in effect as a “back-up” bid for a period of 30 days following the conclusion of the auction if Sellers accept a competing bid. (d) Buyer shall be entitled to “credit bid” the Termination Fee and Expense Reimbursement such that no competing bid shall be deemed higher in amount unless such competing bid exceeds the Purchase Price herein by the amount of the Termination Fee, plus the Expense Reimbursement, plus the “Bidding Increment”. The Bidding Increment for the initial overbid shall be $1,000,000 and all subsequent Bidding Increments shall be $250,000. (e) Only competing bids that are “Qualified Bids” shall be considered at the auction. To be a Qualified Bid, a competing bid must be submitted on an unconditional basis(i) exceed the Purchase Price by the sum of the Termination Fee, plus the Expense Reimbursement, plus the Bidding Increment, (ii) be accompanied by a Deposit and by proof of such bidder’s financial ability to pay the bids should be submitted as a percentage balance of par (after application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated on the Auction Payment Datepurchase price, and (iii) the price to be paid in connection with accompanied by 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 Biddersigned, 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. (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 (irrevocable asset purchase agreement substantially in the form of notice attached hereto this Agreement and shall not be subject to any diligence or financing conditions. (f) Sellers shall not solicit or accept any bids for individual assets but shall instead offer the Sellers’ assets solely as Exhibit Ba single “package bid” at the auction. (g) Sellers and will extend the deadline for receipt of Qualifying Bids for such Class of Auction Notes Buyer shall cooperate in resolving or contesting any objections (including testimony or portion thereofargument in Court) 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)this Agreement, the auction price for such Auction Notes for purposes of Bidding Procedures Order or 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 DealersSale Order, then the auction price for such Auction Notes (or portion thereof) and Buyer and Sellers 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)bear their own costs relating thereto; provided, however, that such Auction Notes Buyer’s costs relating thereto shall be issued in considered part of the minimum denomination, or multiples in excess thereof, authorized by Expense Reimbursement up to the Sale and Servicing Agreement. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a Class of Auction Notes are received, then the Holders maximum cap of such Auction Notes will retain such Auction Notes and their rights under the Auction Swap Agreement; (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; (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; (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 (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. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesExpense Reimbursement. (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. (e) 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. (f) 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. (g) 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.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Date (the “Notice Distribution Date”), the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities Greenwich Capital Markets, Inc. (USA) LLC (“CSS”"GCM") (which form of notice is attached hereto as Exhibit A) and at least two other entities broker-dealers 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 or assignees thereto (together with CSSGCM, the “"Dealers”") selected by CSS by the Notice Date GCM 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) bids from the Bidders Bidders, for the purchase of all or a portion of the Auction NotesCertificates, 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 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 par, (iii) the price to be paid in connection with a winning bid, in the case of the Class A-2, Class A-3 and Class A-4 Certificates, will include interest accrued (the "Accrued Interest") on the Certificate Principal Balance of the related Certificates after application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated allocated, on the Auction Payment Distribution Date from the first day of the month in which the Auction Distribution Date occurs up to but excluding the Auction Distribution Date at a rate equal to the Certificate Interest Rate for such Class of Certificates for the Distribution Date immediately following the Auction Distribution Date, and (iiiiv) 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 12:00 noon New York time on the first Business Day preceding the Auction Payment Distribution Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying BidDeposit Date"). The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid bid for each Auction Note Certificate being auctioned, based on the Qualifying Bids bids received by the Auction Administrator from or through the Dealers by 11:00 AM New York time. If no Qualifying Bids bids for a Class of Auction Notes Certificates or for a portion of a Class of Auction Notes 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 CSSGCM) 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 bids for such Class of Auction Notes (or portion thereof) Certificates by two hours to 1:00 PM New York time; if no Qualifying Bids bids are received by 1:00 PM New York time for such Class of Auction Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealersreceived, then the auction price for such Auction Notes (or portion thereof) Certificates shall be the amount of such Qualifying Bidbid. In the event that on the Bid Date two or more Qualifying Bids bids of equal price (“"Tie Bids”") are determined to be the highest Qualifying Bids bids for an aggregate amount greater than the Class Principal Amount Balance of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Certificate Principal Balance for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bidbid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults in its payment both GCD and the guarantor of GCD's obligations under the Auction Swap Agreement (the "Guarantor") default in their obligations under the Swap Agreement: (i) if and no Qualifying Bids bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement;; or (ii) if Qualifying Bids and bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Certificate Principal Amount Balance of such Class of Auction Notes 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 AmountBalance, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (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; (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 (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. In any either such case described in (i)-(vi) aboveand (ii), the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (d) By 3:00 PM New York time on the Bid Date, the Auction Administrator will notify the winning Bidder(s) Bidder with respect to the applicable auctioned Auction Notes Certificates that (i) its Qualifying Bid bid was the highest Qualifying Bid bid and shall give it wiring instructions for payment of the purchase price for such Auction Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM 12:00 noon New York time on the Auction Payment Deposit Date, such Bidder’s Qualifying Bid 's bid will be rejected and the Qualifying Bid 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 CSI GCD of the winning Qualifying Bid bid (or, if applicable, that no Qualifying Bids bids have been received) for each Auction NoteCertificate. To the extent that the winning Qualifying Bid bid for an Auction Note a Certificate (including, in the case of the Class A-2, Class A-3 and Class A-4 Certificates, Accrued Interest) is less than the Class sum of (i) the Certificate Principal Amount Balance of such class of Auction Notes Certificate on the Auction Payment 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 Notes Certificate on the Auction Payment Date, Distribution Date in accordance with the terms of the Sale Pooling and Servicing Agreement and (ii) in the “case of the Class A-2, Class A-3 and Class A-4 Certificates, Accrued Interest for such Certificate (such sum, 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 GCD of the amount to be paid by the Auction Swap Counterparty GCD to the Auction Administrator under the Auction Swap Agreement, which amount shall be paid by the Auction Swap Counterparty GCD to the Auction Administrator by 11:00 AM 12:00 noon New York time on the Auction Payment Deposit Date. To the extent that the winning Qualifying Bid bid for an Auction Note a Certificate (including, in the case of the Class A-2, Class A-3 and Class A-4 Certificates, Accrued Interest) is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty GCD of the amount to be paid on the Auction Payment Date from Auction Proceeds auction proceeds by the Auction Administrator to the Auction Swap CounterpartyGCD, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM 12:00 noon New York time on the Auction Payment Deposit 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 bid has been rejected and will notify the next highest Bidder(s) for such NoteCertificate, with a copy to the Auction Swap CounterpartyGCD, that its Qualifying Bid bid has been accepted and shall give it wiring instructions for payment of the purchase price for such Note Certificate into the Auction Proceeds Account by 1:00 3:00 PM New York time on such Auction Payment Deposit Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for In such Note for purposes of the Auction Swap Agreement will be deemed to be zero. If either such event occursevent, the Auction Administrator shall also notify the Auction Swap Counterparty GCD of the amount to be paid by the Auction Swap Counterparty or to the Auction Swap Counterparty (or its designee)GCD, as applicable, under the Auction Swap Agreement in accordance with Section 2(e) hereof. (g) On the Auction Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty GCD under the Auction Swap Agreement with respect to such NoteCertificate, and (ii) pay (from funds in the Auction Proceeds Account) to the Auction Swap CounterpartyGCD, or if CSS Greenwich Capital Markets, Inc. or an affiliate has participated in the Auction as a Bidder and the Auction Swap Counterparty is CSIBidder, to an unaffiliated designee of CSIGCD, the amount, if any, to be paid to the Auction Swap Counterparty GCD or its designee under the Auction Swap Agreement. Such amounts will be distributed to the Holders of such Auction Notes Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as by which such Holders Certificateholders would ordinarily receive distributions on the Auction Notespayment in a sale of such Certificates. For purposes of this Agreement, “"Auction Proceeds” " shall mean the portion of the proceeds of the Auction of a Class allocable to a Note Certificate of such Class.

Auction Procedures. Subject to the provisions of subsection (b) of this Section, Auctions shall be conducted on each Auction Date in the following manner: (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 Prior 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 Submission Deadline 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. (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. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (iA) if no Qualifying Bids for a Class each Beneficial Owner 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;Rate Securities may submit to a Broker-Dealer by telephone or facsimile transmission information as to: (iiI) if Qualifying Bids are received for some, but not all, the principal amount of Outstanding 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 AmountRate Securities, if any, of such Class of Auction Notes held by it and its rights under such Beneficial Owner which such Beneficial Owner desires to continue to hold, without regard to the Auction Swap AgreementRate for the next succeeding Auction Rate Period; (iiiII) the principal amount of Outstanding Auction Rate Securities, if bids are received any, which such Beneficial Owner offers to sell, if the Auction Rate for all the next succeeding Auction Notes of a Class, then each Holder of such Class of Auction Notes Rate Period shall be deemed to have sold all its Auction Notes (subject to less than the proviso in the last sentence of Section 2(b) of this Agreement) and shall retain its rights under the Auction Swap Agreement;rate per annum specified by such Beneficial Owner; and/or (ivIII) the principal amount of Outstanding Auction Rate Securities, if Auction Proceeds for the Auction Notes of a Class are in excess of the Par Price for any, held by such Auction NotesBeneficial Owner which such Beneficial Owner offers to sell, then, on the Auction Payment Date, the Auction Administrator will distribute without regard to the Auction Swap Counterparty or its designee Rate that may be set for the amount of such excessnext succeeding Auction Rate Period; and (vB) if, after one or more Broker-Dealers may contact Potential Beneficial Owners to determine the Holders of all Classes principal amount of Auction Notes have received Rate Securities which each such Potential Beneficial Owner offers to purchase if the Par Price Auction Rate for the relevant next succeeding 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. In any case described in (i)-(v) above, the Auction Administrator Rate Period shall have no further responsibility with respect to the auction of such Auction Notes. (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 not be rejected and the Qualifying 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 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 rate per annum specified by such class of Auction Notes on Potential Beneficial Owner. For 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 Notepurposes hereof, the Auction Administrator will notify communication to a Broker-Dealer of information referred to in paragraphs (A) or (B) of this clause is hereinafter referred to as an “Order” and each Beneficial Owner and each Potential Beneficial Owner placing an Order is hereinafter referred to as a “Bidder;” an Order containing the Auction Swap Counterparty information referred to (x) in paragraph (A)(I) hereof is hereinafter referred to as a “Hold Order,” (y) in paragraph (A)(II) or (B) hereof is hereinafter referred to as a “Bid,” and (z) in paragraph (A)(III) hereof is hereinafter referred to as a “Sell Order.” The submission by a Broker-Dealer of the amount to be paid by the Auction Swap Counterparty an Order to the Auction Administrator under Agent shall likewise be referred to herein as an “Order,” and an Existing Owner or Potential Owner who places an Order with the Auction Swap Agreement, which amount shall be paid by Agent or on whose behalf an Order is Placed with the Auction Swap Counterparty Agent shall likewise be referred 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. (f) 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. (g) 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 herein 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 ClassBidder.”

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Distribution Date (the “Notice Date”), the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities (USA) LLC Greenwich Capital Markets, Inc. (“CSSGCM”) (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 GCM to the Auction Administrator) or any successors thereof (together with CSSGCM, the “Dealers”) selected by CSS 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 Qualifying Bids (as defined below) bids from the Bidders for the purchase of all or a portion of the Auction NotesCertificates, 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 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 Payment 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 12:00 noon New York time on the first Business Day preceding the Auction Payment Distribution Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying Bid"“Deposit Date”). The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid bid for each Auction Note Certificate being auctioned, based on the Qualifying Bids bids received by the Auction Administrator from or through the Dealers by 11:00 AM New York time. If no Qualifying Bids bids for a Class of Auction Notes Certificates or for a portion of a Class of Auction Notes 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 CSSGCM) 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 bids for such Class of Auction Notes Certificates (or portion thereof) by two hours to 1:00 PM New York time; if no Qualifying Bids bids are received by 1:00 PM New York time for such Class of Auction Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealersreceived, then the auction price for such Auction Notes Certificates (or portion thereof) shall be the amount of such Qualifying Bidbid. In the event that on the Bid Date two or more Qualifying Bids bids of equal price (“Tie Bids”) are determined to be the highest Qualifying Bids bids for an aggregate amount greater than the Class Certificate Principal Amount Balance of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Certificate Principal Balance for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bidbid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults both GCD and the guarantor of GCD’s obligations under the Auction Swap Agreement (the “Guarantor”) default in its their payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Certificate Principal Amount Balance of such Class of Auction Notes 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 AmountBalance, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes Certificates of a Class are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, there are any remaining proceeds from the early termination of the Swap Agreement, the Auction Administrator will distribute to CSI (or to its designee) GCD the amount of such remaining proceeds. In any case described in (i)-(vi)-(iv) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (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 Certificates that (i) its Qualifying Bid bid was the highest Qualifying Bid bid and shall give it wiring instructions for payment of the purchase price for such Auction Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM 12:00 noon New York time on the Auction Payment Deposit Date, such Bidder’s Qualifying Bid bid will be rejected and the Qualifying Bid 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 CSI GCD of the winning Qualifying Bid bid (or, if applicable, that no Qualifying Bids bids have been received) for each Auction NoteCertificate. To the extent that the winning Qualifying Bid bid for an Auction Note a Certificate is less than the Class Certificate Principal Amount Balance of such class of Auction Notes Certificate on the Auction Payment 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 Notes Certificate on the Auction Payment Date, Distribution Date in accordance with the terms of the Sale Pooling and Servicing Agreement (the “Par Price”) on the Auction Payment Distribution 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 12:00 noon New York time on the Auction Payment Deposit Date. To the extent that the winning Qualifying Bid bid for an Auction Note a Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM 12:00 noon New York time on the Auction Payment Deposit 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 bid has been rejected and will notify the next highest Bidder(s) for such NoteCertificate, with a copy to the Auction Swap Counterparty, that its Qualifying Bid bid has been accepted and shall give it wiring instructions for payment of the purchase price for such Note Certificate into the Auction Proceeds Account by 1:00 3:00 PM New York time on such Auction Payment Deposit Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for In such Note for purposes of the Auction Swap Agreement will be deemed to be zero. If either such event occursevent, 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 Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Registrar Trustee pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, and (ii) pay (from funds in the Auction Proceeds Account) to the Auction Swap Counterparty, or if CSS GCM or an affiliate has participated in the Auction as a Bidder and the Auction Swap Counterparty is CSIGCD, to an unaffiliated designee of CSIGCD, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. For purposes of this Agreement, “Auction Proceeds” shall mean the portion of the proceeds of the Auction of a Class allocable to a Note Certificate of such Class.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment 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 NotesCertificates, 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 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 Payment 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 Payment 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 Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid for each Auction Note 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 Notes Certificates or for a portion of a Class of Auction Notes 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 Notes 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 Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealers, then the auction price for such Auction Notes 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 Amount Balance of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Certificate Principal Balance for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Certificate Principal Amount Balance of such Class of Auction Notes 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 AmountBalance, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes Certificates of a Class are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, 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. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (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 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 Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment 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. (e) 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 NoteCertificate. To the extent that the winning Qualifying Bid for an Auction Note Certificate is less than the Class Certificate Principal Amount Balance of such class of Auction Notes Certificates on the Auction Payment 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 Notes Certificates on the Auction Payment Distribution Date, in accordance with the terms of the Sale Pooling and Servicing Agreement (the “Par Price”) on the Auction Payment Distribution Date, or if no Qualifying Bids have been received for a NoteCertificate, 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 Distribution Date. To the extent that the winning Qualifying Bid for an Auction Note Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment 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 NoteCertificate, 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 Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Distribution Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for such Note 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. (g) On the Auction Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. For purposes of this Agreement, “Auction Proceeds” shall mean the portion of the proceeds of the Auction of a Class allocable to a Note Certificate of such Class.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment 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 NotesCertificates, 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 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 Payment 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 Payment 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 Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid for each Auction Note 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 Notes Certificates or for a portion of a Class of Auction Notes 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 Notes 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 Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealers, then the auction price for such Auction Notes 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 Current Principal Amount of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Current Principal Balance Amount for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Current Principal Amount of such Class of Auction Notes 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 Current Principal Amount, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes Certificates of a Class are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, 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. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (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 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 Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment Distribution Date, such Bidder’s '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. (e) 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 NoteCertificate. To the extent that the winning Qualifying Bid for an Auction Note Certificate is less than the Class sum of the Current Principal Amount of such class of Auction Notes Certificates on the Auction Payment 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 Notes Certificates on the Auction Payment Distribution Date, in accordance with the terms of the Sale Pooling and Servicing Agreement (the “Par Price”) on the Auction Payment Distribution Date, or if no Qualifying Bids have been received for a NoteCertificate, 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 Distribution Date. To the extent that the winning Qualifying Bid for an Auction Note Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment 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 NoteCertificate, 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 Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Distribution Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for such Note 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. (g) On the Auction Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. 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.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment 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 NotesCertificates, 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 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 allocation of all Net Deferred Interest, application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated on the Auction Payment 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 Payment 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 Payment Distribution Date to the Bidder (or its designee) of the Auction Notes of each Class Certificates 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 Qualifying Bid for each Auction Note 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 Notes any or for a portion of a Class of the Auction Notes 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 the Auction Certificates or such Class portion of the Auction Notes (or portion thereof) Certificates by two hours to 1:00 PM New York time; if no Qualifying Bids are received by 1:00 PM New York time for the Auction Certificates or such Class of Auction Notes (or portion thereof), the auction price for such Auction Notes Certificates or portion thereof 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) thereof being auctioned is received from or through any Dealers, then the auction price for the Auction Certificates or 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 the Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Principal Balance for such Class Amount of the Auction Notes Certificates for which each such Bidder submitted a Qualifying Bid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a Class of the Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids are received for some, but not all, of the Auction Notes of a ClassCertificates, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Principal Amount of such Class of the Auction Notes 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 Principal Amount, if any, of such Class of the Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all of the Auction Notes of a ClassCertificates, then each Holder of such Class of the Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes of a Class Certificates are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 the Auction Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, 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. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (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 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 Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment 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. (e) 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 the Auction NoteCertificate. To the extent that the winning Qualifying Bid for an Auction Note Certificate is less than the sum of the Class Principal Amount of such class of the Auction Notes Certificates on the Auction Payment Distribution Date, after allocation of all Net Deferred Interest, application of all principal to be distributed, and all Realized Losses and Subsequent Recoveries to be allocated, to such class of the Auction Notes Certificates on the Auction Payment Distribution Date, in accordance with the terms of the Sale Pooling and Servicing Agreement (the “Par Price”) on the Auction Payment Distribution Date, or if no Qualifying Bids have been received for a NoteCertificate, 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 Distribution Date. To the extent that the winning Qualifying Bid for an Auction Note Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment 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 NoteCertificate, 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 Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Distribution Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for such Note 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. (g) On the Auction Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. 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.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the purchasing Auction Payment Date (the “Notice Date”)Rate Notes, the whether in an 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 CSSotherwise, 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 each purchaser of the Auction Rate Notes, or its Broker-Dealer, must agree and will request that the Bidders respond shall be deemed by such purchase 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 have agreed (i) to participate in Auctions on the bids must be submitted on an unconditional basisterms described herein, (ii) the bids should be submitted as a percentage to have its beneficial ownership of par (after application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated on the Auction Payment DateRate Notes maintained at all times in Book-Entry Form for the account of its Depository Participant, which in turn will maintain records of such beneficial ownership and (iii) the price to be paid in connection with a winning bid must be deposited into authorize such Depository Participant to disclose to the Auction Proceeds Account (Agent such information with respect to such beneficial ownership as defined in Section 3(a) of this Agreement) not later than 11:00 AM New York time on the Auction Payment Agent may request. So long as the ownership of a Series of Auction Rate Notes is maintained in Book-Entry Form by the Depository, an Existing Holder may sell, transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Depository Participant advises the Auction Agent of such transfer. Prior to a Period Adjustment Date (any bid conforming and except with respect to the requirements of clauses (i) - (iii) being a "Qualifying Bid"). The Interest Determination Date immediately preceding an 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. (b) As soon as practicable after 11:00 AM New York time on the Bid Period Conversion Date, the Auction Administrator will determine the highest Qualifying Bid for Auctions shall be conducted on 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 Interest Determination Date, the if there is an Auction Administrator will so advise the Dealers (including CSS) by telephone and facsimile transmission (Agent on such Interest Determination Date, 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. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement:the (i) if no Qualifying Bids for a Class Prior to the Submission Deadline on each Interest Determination Date; (A) each Existing Holder of Auction Rate Notes are receivedmay submit to a Broker-Dealer by telephone or otherwise any information as to: (1) the principal amount of Outstanding Auction Rate Notes, then if any, held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Series Interest Rate for the next succeeding Auction Period; (2) the principal amount of Outstanding Auction Rate Notes, if any, which such Existing Holder offers to sell if the Series Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Holder; and/or (3) the principal amount of Outstanding Auction Rate Notes, if any, held by such Existing Holder which such Existing Holder offers to sell without regard to the Series Interest Rate for the next succeeding Auction Period; and (B) one or more Broker-Dealers may contact Potential Holders to determine the principal amount of Auction Rate Notes which each Potential Holder offers to purchase, if the Series Interest Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Auction Notes will retain such Auction Notes Potential Holder. The statement of an Existing Holder or a Potential Holder referred to in (A) or (B) of this paragraph (i) is hereinafter referred to as an "Order," and their rights under the Auction Swap Agreement;each Existing Holder and each Potential Holder placing an Order is hereinafter referred to as a "Bidder"; an Order described in clause (A)(1) is hereinafter referred to as a "Hold Order"; an Order described in clauses (A)(2) and (B) is hereinafter referred to as a "Bid"; and an Order described in clause (A)(3) is hereinafter referred to as a "Sell Order." (ii) (A) Subject to the provisions of Section 2.03.2.1(b) hereof, a Bid by an Existing Holder shall constitute an irrevocable offer to sell: (1) the principal amount of Outstanding Auction Rate Notes specified in such Bid if Qualifying Bids are received for some, but not all, Auction Notes of a Class, then each Holder of such Class of Auction Notes the Series Interest Rate determined as provided in this Section 2.03.2.1 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; (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; (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 (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. 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. (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. (e) 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 rate specified therein; or (2) such principal amount or a lesser principal amount of such class of Outstanding Auction Rate Notes on the Auction Payment Date, after application of all principal to be distributeddetermined as set forth in Section 2.03.2.1(d)(i)(D), and all Realized Losses and Subsequent Recoveries to be allocated, to such class of Auction Notes on if the Auction Payment Date, Series Interest Rate determined as provided 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 this Section 2.03.2.1 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. (f) 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. (g) 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 rate (3) such principal amount or a lesser principal amount of (A) the Outstanding 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, Rate Notes to be paid to determined as set forth in Section 2.03.2.1(d)(ii)(C) if the Auction Swap Counterparty or its designee under rate specified therein shall be higher than 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 ClassSeries Interest Rate and Sufficient Clearing Bids have not been made.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the purchasing Auction Payment Date (the “Notice Date”)Rate Notes, the whether in an 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 CSSotherwise, 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 each purchaser of the Auction Rate Notes, or its Broker-Dealer, must agree and will request that the Bidders respond shall be deemed by such purchase 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 have agreed (i) to participate in Auctions on the bids must be submitted on an unconditional basisterms described herein, (ii) the bids should be submitted as a percentage to have its beneficial ownership of par (after application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated on the Auction Payment DateRate Notes maintained at all times in Book-Entry Form for the account of its Depository Participant, which in turn will maintain records of such beneficial ownership and (iii) the price to be paid in connection with a winning bid must be deposited into authorize such Depository Participant to disclose to the Auction Proceeds Account (Agent such information with respect to such beneficial ownership as defined in Section 3(a) of this Agreement) not later than 11:00 AM New York time on the Auction Payment Agent may request. So long as the ownership of a Series of Auction Rate Notes is maintained in Book-Entry Form by the Depository, an Existing Holder may sell, transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Depository Participant advises the Auction Agent of such transfer. Prior to a Period Adjustment Date (any bid conforming and except with respect to the requirements of clauses (i) - (iii) being a "Qualifying Bid"). The Interest Determination Date immediately preceding an Auction Administrator will request from Period Conversion Date, Auctions shall be conducted on each BidderInterest Determination Date, through the Dealersif there is an Auction Agent on such Interest Determination Date, 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. (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. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreementfollowing manner: (i) if no Qualifying Bids for a Class Prior to the Submission Deadline on each Interest Determination Date; (A) each Existing Holder of Auction Rate Notes are receivedmay submit to a Broker-Dealer by telephone or otherwise any information as to: (1) the principal amount of Outstanding Auction Rate Notes, then if any, held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Series Interest Rate for the next succeeding Auction Period; (2) the principal amount of Outstanding Auction Rate Notes, if any, which such Existing Holder offers to sell if the Series Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Holder; and/or (3) the principal amount of Outstanding Auction Rate Notes, if any, held by such Existing Holder which such Existing Holder offers to sell without regard to the Series Interest Rate for the next succeeding Auction Period; and (B) one or more Broker-Dealers may contact Potential Holders to determine the principal amount of such Auction Rate Notes will retain such Auction Notes which each Potential Holder offers to The statement of an Existing Holder or a Potential Holder referred to in (A) or (B) of this paragraph (i) is hereinafter referred to as an "Order," and their rights under the Auction Swap Agreement;each Existing Holder and each Potential Holder placing an Order is hereinafter referred to as a "Bidder"; an Order described in clause (A)(1) is hereinafter referred to as a "Hold Order"; an Order described in clauses (A)(2) and (B) is hereinafter referred to as a "Bid"; and an Order described in clause (A)(3) is hereinafter referred to as a "Sell Order." (ii) (A) Subject to the provisions of Section 2.03.2.1(b) hereof, a Bid by an Existing Holder shall constitute an irrevocable offer to sell: (1) the principal amount of Outstanding Auction Rate Notes specified in such Bid if Qualifying Bids are received for some, but not all, Auction Notes of a Class, then each Holder of such Class of Auction Notes the Series Interest Rate determined as provided in this Section 2.03.2.1 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; (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; (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 (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. 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. (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. (e) 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 rate specified therein; or (2) such principal amount or a lesser principal amount of such class of Outstanding Auction Rate Notes on the Auction Payment Date, after application of all principal to be distributeddetermined as set forth in Section 2.03.2.1(d)(i)(D), and all Realized Losses and Subsequent Recoveries to be allocated, to such class of Auction Notes on if the Auction Payment Date, Series Interest Rate determined as provided 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 this Section 2.03. 2.1 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. (f) 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. (g) 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 rate specified therein; or (3) such principal amount or a lesser principal amount of (A) the Outstanding 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, Rate Notes to be paid to determined as set forth in Section 2.03.2.1(d)(ii)(C) if the Auction Swap Counterparty or its designee under rate specified therein shall be higher than 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 ClassSeries Interest Rate and Sufficient Clearing Bids have not been made.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Distribution Date (the “Notice Date”), the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities (USA) LLC Greenwich Capital Markets, Inc. (“CSSGCM”) (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 GCM to the Auction Administrator) or any successors thereof (together with CSSGCM, the “Dealers”) selected by CSS 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 Qualifying Bids (as defined below) bids from the Bidders for the purchase of all or a portion of the Auction NotesCertificates, 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 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 Payment Distribution Date, plus the related Available Funds Cap Shortfalls 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 Class A-X Certificate Interest Distributable Amount, 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 AM a.m. New York time on the Auction Payment Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying Bid")Distribution Date. The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid bid for each Auction Note Certificate being auctioned, based on the Qualifying Bids bids received by the Auction Administrator from or through the Dealers by 11:00 AM New York time. If no Qualifying Bids bids for a Class of Auction Notes Certificates or for a portion of a Class of Auction Notes 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 CSSGCM) 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 bids for such Class of Auction Notes Certificates (or portion thereof) by two hours to 1:00 PM New York time; if no Qualifying Bids bids are received by 1:00 PM New York time for such Class of Auction Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealersreceived, then the auction price for such Auction Notes Certificates (or portion thereof) shall be the amount of such Qualifying Bidbid. In the event that on the Bid Date two or more Qualifying Bids bids of equal price (“Tie Bids”) are determined to be the highest Qualifying Bids bids for an aggregate amount greater than the Class Certificate Principal Amount Balance of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Certificate Principal Balance for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bidbid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults both GCD and the guarantor of GCD’s obligations under the Auction Swap Agreement (the “Guarantor”) default in its their payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Certificate Principal Amount Balance of such Class of Auction Notes 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 AmountBalance, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes Certificates of a Class are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, there are any remaining proceeds from the early termination of the Swap Agreement, the Auction Administrator will distribute to CSI (or to its designee) GCD the amount of such remaining proceeds. In any case described in (i)-(vi)-(iv) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (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 Certificates that (i) its Qualifying Bid bid was the highest Qualifying Bid bid and shall give it wiring instructions for payment of the purchase price for such Auction Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment Distribution Date, such Bidder’s Qualifying Bid bid will be rejected and the Qualifying Bid 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 CSI GCD of the winning Qualifying Bid bid (or, if applicable, that no Qualifying Bids bids have been received) for each Auction NoteCertificate. To the extent that the winning Qualifying Bid bid for an Auction Note Certificate is less than the sum of the Class Certificate Principal Amount Balance of such class of Auction Notes Certificate on the Auction Payment 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 Notes Certificate on the Auction Payment 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 Class A-X Certificate Interest Distributable Amount, in each case paid on such Auction Distribution Date, in accordance with the terms of the Sale Pooling and Servicing Agreement (the “Par Price”) on the Auction Payment Distribution 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 Distribution Date. To the extent that the winning Qualifying Bid bid for an Auction Note a Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment 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 bid has been rejected and will notify the next highest Bidder(s) for such NoteCertificate, with a copy to the Auction Swap Counterparty, that its Qualifying Bid bid has been accepted and shall give it wiring instructions for payment of the purchase price for such Note Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Distribution Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for In such Note for purposes of the Auction Swap Agreement will be deemed to be zero. If either such event occursevent, 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 Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, and (ii) pay (from funds in the Auction Proceeds Account) to the Auction Swap Counterparty, or if CSS GCM or an affiliate has participated in the Auction as a Bidder and the Auction Swap Counterparty is CSIGCD, to an unaffiliated designee of CSIGCD, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. 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.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment 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 NotesCertificates, 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 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 Payment 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 Payment 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 Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid for each Auction Note 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 Notes Certificates or for a portion of a Class of Auction Notes 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 Notes 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 Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealers, then the auction price for such Auction Notes 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 Current Principal Amount of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Current Principal Balance Amount for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Current Principal Amount of such Class of Auction Notes 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 Current Principal Amount, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes Certificates of a Class are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, 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. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (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 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 Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment Distribution Date, such Bidder’s '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. (e) 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 NoteCertificate. To the extent that the winning Qualifying Bid for an Auction Note Certificate is less than the Class sum of the Current Principal Amount of such class of Auction Notes Certificates on the Auction Payment 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 Notes Certificates on the Auction Payment Distribution Date, in accordance with the terms of the Sale Pooling and Servicing Agreement (the “"Par Price”") on the Auction Payment Distribution Date, or if no Qualifying Bids have been received for a NoteCertificate, 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 Distribution Date. To the extent that the winning Qualifying Bid for an Auction Note Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment 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 NoteCertificate, 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 Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Distribution Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for such Note 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. (g) On the Auction Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. 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."

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Distribution Date (the “Notice Date”), the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities (USA) LLC (“CSS”) DBAG (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 DBAG to the Auction Administrator) or any successors thereof (together with CSSDBAG, the “Dealers”) selected by CSS DBAG 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 NotesCertificates, 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 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 Subsequent Recoveries to be allocated on the Auction Payment 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 Payment 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 Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 (i) determine the highest Qualifying Bid for each Auction Note Certificate being auctioned, based on the Qualifying Bids received by the Auction Administrator from or through the Dealers by 11:00 AM New York timetime and (ii) provide DBAG a list specifying each bid received by the Auction Administrator and the name of the related Bidder. If no Qualifying Bids for a Class of Auction Notes Certificates or for a portion of a Class of Auction Notes 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 CSSDBAG) 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 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 Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealers, then the auction price for such Auction Notes 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 Principal Amount principal amount of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Principal Balance principal amount for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI DBAG defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement;: (ii) if Qualifying Bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Principal Amount principal amount of such Class of Auction Notes 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 Principal Amountprincipal amount, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes Certificates of a Class are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, there are any remaining proceeds from the early termination of the Auction Swap Agreement, the Auction Administrator will distribute to CSI DBAG (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 NotesCertificates. (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 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 Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment 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. (e) By 3:30 PM New York time on the Bid Date, the Auction Administrator shall also notify CSI DBAG of the winning Qualifying Bid (or, if applicable, that no Qualifying Bids have been received) for each Auction NoteCertificate. To the extent that the winning Qualifying Bid for an Auction Note Certificate is less than the Class Principal Amount sum of the principal amount of such class of Auction Notes Certificates on the Auction Payment 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 Notes Certificates on the Auction Payment Distribution Date, in accordance with the terms of the Sale Pooling and Servicing Agreement (the “Par Price”) on the Auction Payment Distribution Date, or if no Qualifying Bids have been received for a NoteCertificate, 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 Distribution Date. To the extent that the winning Qualifying Bid for an Auction Note a Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment 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 NoteCertificate, 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 Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Distribution Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds proceeds for such Note 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. (g) On the Auction Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. 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.

Auction Procedures. So long as no Rapid Amortization Event has occurred and that the Class A Notes are rated AAA and Aaa by S&P and Moody’s, respectively (which shall be communicated in writing by the Indenture Trustee, with respect to the Rapid Amortization Event, and the Rating Agencies, with respect to the ratings, to the Auction Administrator): (a) By 10:30 AM New York time on the fifth eighth Business Day preceding the Mandatory 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 Issuer, the Indenture Trustee, the Auction Administrator) or any successors thereof (together with CSS, Paying Agent and the “Dealers”) selected by CSS by the Notice Date and request Surety Provider that they it will 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) bids from the Bidders Bidders, for the purchase of all or a portion of the Auction Notes, Class A 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 1:00 PM 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 spread bid of par (after application of all principal Par to be distributed, and all Realized Losses and Recoveries to be allocated on the Auction Payment DateLIBOR, 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 12:00 PM New York time on the Auction Payment Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying Bid")Deposit Date. The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer transfer, on the Mandatory Auction Payment Date to the Bidder (or its designee) of the Auction Class A Notes of each Class on which such Bidder is bidding in the event that if such Bidder is the winning Bidder. (b) As soon as practicable after 11:00 AM 1:00 PM New York time on the Bid Date, the Auction Administrator will determine assemble the highest Qualifying Bid bids for each Auction Note being auctioned, the Class A Notes in ascending order based on the Qualifying Bids bids received by the Auction Administrator from or through the Dealers Bidders by 11:00 AM 1:00 PM New York time. If the market-clearing spread bid is a spread bid less than or equal to the Fail Rate, the Auction will be deemed to have succeeded and the Class A Notes will be sold to the winning Bidder at the Auction Price, which shall equal the Par Price. If the market-clearing bid is a spread bid greater than the Fail Rate or if no Qualifying Bids bids for a the Class of Auction A Notes or for only a portion of a the Class of Auction A Notes are received from or through any Dealers by 11:00 AM 1:00 PM 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 have failed, the Class A Notes will not be zero. If only one Qualifying Bid for a re-sold to Bidder, the Class of Auction Notes (or portion thereof) being auctioned is received from or through any DealersA Note Rate will be reset to the Fail Rate, then subject to the auction price for such Auction Notes (or portion thereof) Maximum Note Rate, and the Class A Noteholders shall be retain the amount of such Qualifying BidClass A Notes. In the event that on the Bid Date two or more Qualifying Date, Tie Bids of equal price (“Tie Bids”) are determined to be the highest Qualifying Bids lowest spread bids for an aggregate amount greater than the Class A Note Principal Amount Balance of a the Class of Auction A Notes, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Class A Notes (based on the aggregate Class A Note Principal Balance for such Class of Auction Notes for which each such Bidder submitted a Qualifying Bidbid); provided. All determinations made by the Auction Administrator pursuant to this Section 2(b) shall be completed no later than 3:00 PM New York time on the Bid Date. In all events, however, that such Auction the Indenture Trustee shall issue the Class A Notes shall be issued only in the minimum denomination, or multiples in excess thereof, authorized by the Sale and Servicing AgreementIndenture. The Indenture Trustee shall assign the Class A Notes a Class A Note Rate as determined pursuant to this Section 2(b) for their remaining life for each Payment Date after the Mandatory Auction Payment Date, as provided to it by the Auction Administrator. (c) In the event that CSI defaults in its payment obligations under at any time during the eight day period prior to the Mandatory Auction Payment Date the Auction Swap Agreement: (i) if no Qualifying Bids for Administrator is notified in writing that a Rapid Amortization Event has occurred or the Class of Auction A Notes are received, then the Holders of such Auction Notes will retain such Auction Notes no longer rated AAA and their rights under the Auction Swap Agreement; (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 Aaa by each Holder S&P 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; (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; (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 DateMoody’s respectively, 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 Notes have received the Par Price for the relevant Auction Notes, there are any remaining proceeds from the early termination of the Swap Agreementterminate, the Auction Administrator Bidders will distribute not be required to CSI (or to its designee) take any Class A Notes and the amount of such remaining proceedsClass A Noteholders shall retain their Class A Notes. In any case described in (i)-(v) abovesuch event, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction Class A Notes. (d) By 3:00 PM New York time on the Bid Date, the Auction Administrator will notify the winning Bidder(s) Bidder with respect to the applicable auctioned Auction Class A Notes that (i) its Qualifying Bid bid was the highest Qualifying Bid lowest spread bid and shall give it wiring instructions for payment of the purchase auction price for such Auction Class A Notes into the Auction Proceeds Account and Account, (ii) unless such purchase price is received by 11:00 AM 12:00 PM New York time on the Auction Payment Deposit Date, such Bidder’s Qualifying Bid bid will be rejected and the Qualifying Bid bid of the next highest spread Bidder(s) with the next lowest spread bid shall be accepted in accordance with clause (f) belowbelow and (iii) such acceptance of the next lowest spread bid of the next Bidder shall not constitute a waiver of any rights or remedies of the Auction Administrator against the winning Bidder for any losses, damages or liabilities that arise out of, result from or are based upon such winning Bidder’s failure to deliver the purchase price by 12:00 PM New York time on the Deposit Date. (e) By 3:30 PM New York time on the Bid Date, the Auction Administrator shall also notify CSI the Transferor, the Surety Provider, the Auction Paying Agent and the Indenture Trustee of (i) the winning Qualifying Bid market-clearing spread bid, (orii) the Auction Price and (iii) the rate at which the Class A Note Rate should be reset, 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. (f) If a winning Bidder for a Note the Class A Notes fails to wire the purchase price for such Note Class A Notes so it is received by the Auction Administrator by 11:00 AM 12:00 PM New York time on the Auction Payment Deposit 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 PM New York time that its Qualifying Bid bid has been rejected and will notify the Bidder with the next highest Bidder(s) lowest spread bid for such Notethe Class A Notes, with a copy to the Auction Swap CounterpartySurety Provider, that its Qualifying Bid bid has been accepted and shall give it wiring instructions for payment of the purchase price for such Note the Class A Notes into the Auction Proceeds Account by 1:00 2:00 PM New York time on such Auction Payment Datethe following Business Day. If no other Qualifying Bids bids are available to be accepted or if the Bidder with the next lowest spread bid fails to deposit the purchase price by 2:00PM New York time on the Business Day following the Deposit Date, pursuant to the preceding sentence, then the Auction Proceeds for such Note for purposes of the Auction Swap Agreement will be deemed to be zerohave failed with respect to the Class A Notes in accordance with Section 2(b) hereof. If either such event occurs, the Auction Administrator shall also immediately notify the Auction Swap Counterparty of Paying Agent and the amount Surety Provider. In the event a winning Bidder fails to be paid by wire the Auction Swap Counterparty or to the Auction Swap Counterparty (or its designee), as applicable, under the Auction Swap Agreement purchase price in accordance with Section 2(e2(d) hereof, the Auction Administrator shall have the right to pursue all available remedies against such Bidder. (g) On the Mandatory Auction Payment Date, the Auction Administrator Paying Agent will (i) (subject to the surrender of the Class A Note by the Holder thereof to the Note Registrar Indenture Trustee pursuant to Section 5 hereof in if the event that the Class A Note is not then held in book-entry form) distribute to the Holder of each Note Class A Noteholders 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 applicable 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 AgreementClass A Notes. Such amounts will be distributed to the Holders of such Auction Class A Notes as a payment for the sale of such Auction Class A Notes in the same manner as by which such Holders Class A Noteholders would ordinarily receive distributions payments pursuant to the Sale and Servicing Agreement. If a Class A Noteholder fails to surrender a Class A Note not held in book-entry form by the close of business on the Mandatory Auction NotesPayment Date in accordance with Section 5, the Indenture Trustee shall deem such Class A Note cancelled. For purposes The Holder of this AgreementClass A Note deemed cancelled shall receive the distribution described above only upon the surrender of such Class A Note to the Indenture Trustee, “without any accrued interest thereon from the Mandatory Auction Proceeds” shall mean Payment Date. (h) No Class A Noteholder or any party hereto will be responsible for the portion payment of the proceeds of any fees of, or costs incurred by, the Auction of a Class allocable to a Note of such ClassAdministrator in connection with the Auction.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Distribution Date (the “Notice Date”"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”"DEALERS") selected by CSS by the Notice Date and request that they solicit bids from third-party investors, which may include Dealers (the “Bidders”"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 NotesCertificates, 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 Distribution Date (the “Bid Date”"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 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 Payment Distribution Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying BidQUALIFYING BID"). The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 Qualifying Bid for each Auction Note 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 Notes Certificates or for a portion of a Class of Auction Notes 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 Notes 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 Notes Certificates (or portion thereof), the auction price for such Auction Notes Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid for a Class of Auction Notes Certificates (or portion thereof) being auctioned is received from or through any Dealers, then the auction price for such Auction Notes 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”"TIE BIDS") are determined to be the highest Qualifying Bids for an aggregate amount greater than the Class Certificate Principal Amount Balance of a Class of Auction NotesCertificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes Certificates (based on the aggregate Class Note Certificate Principal Balance for such Class of Auction Notes Certificates for which each such Bidder submitted a Qualifying Bid); provided, however, that such Auction Notes Certificates shall be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale Pooling and Servicing Agreement. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a Class of Auction Notes Certificates are received, then the Holders of such Auction Notes Certificates will retain such Auction Notes Certificates and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids are received for some, but not all, Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold a pro rata portion of its Auction Notes Certificates (based on the aggregate Class Certificate Principal Amount Balance of such Class of Auction Notes 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 AmountBalance, if any, of such Class of Auction Notes Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes Certificates of a Class, then each Holder of such Class of Auction Notes Certificates shall be deemed to have sold all its Auction Notes 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 Notes Certificates of a Class are in excess of the Par Price for such Auction NotesCertificates, then, on the Auction Payment 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 Notes Certificates have received the Par Price for the relevant Auction NotesCertificates, 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. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction NotesCertificates. (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 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 Notes Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment Distribution Date, such Bidder’s '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. (e) 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 NoteCertificate. To the extent that the winning Qualifying Bid for an Auction Note Certificate is less than the Class Certificate Principal Amount Balance of such class of Auction Notes Certificates on the Auction Payment 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 Notes Certificates on the Auction Payment Distribution Date, in accordance with the terms of the Sale Pooling and Servicing Agreement (the “Par Price”"PAR PRICE") on the Auction Payment Distribution Date, or if no Qualifying Bids have been received for a NoteCertificate, 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 Distribution Date. To the extent that the winning Qualifying Bid for an Auction Note Certificate is greater than the Par Price for such Auction NoteCertificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note Certificate fails to wire the purchase price for such Note Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment 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 NoteCertificate, 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 Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Distribution Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for such Note 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. (g) On the Auction Payment Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Note Certificate by the Holder thereof to the Note Certificate Registrar pursuant to Section 5 hereof in the event that the Note Certificate is not then held in book-entry form) distribute to the Holder of each Note 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 NoteCertificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such NoteCertificate, 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 Certificates as a payment for the sale of such Auction Notes Certificates in the same manner as such Holders would ordinarily receive distributions on the Auction NotesCertificates. For purposes of this Agreement, “Auction Proceeds” "AUCTION PROCEEDS" shall mean the portion of the proceeds of the Auction of a Class allocable to a Note Certificate of such Class.

Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Date (the “Notice Distribution Date”), the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities Greenwich Capital Markets, Inc. (USA) LLC (“CSS”"GCM") (which form of notice is attached hereto as Exhibit A) and at least two other entities broker-dealers 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 or assignees thereto (together with CSSGCM, the “"Dealers”") selected by CSS by the Notice Date GCM 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) bids from the Bidders Bidders, for the purchase of all or a portion of the Auction NotesCertificates, 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 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 par, (iii) the price to be paid in connection with a winning bid, in the case of the Class A-2, Class A-3A, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-5 and Class A-6 Certificates, will include interest accrued (the "Accrued Interest") on the Certificate Principal Balance of the related Certificates after application of all principal to be distributed, and all Realized Losses and Recoveries to be allocated allocated, on the Auction Payment Distribution Date from the first day of the month in which the Auction Distribution Date occurs up to but excluding the Auction Distribution Date at a rate equal to the Certificate Interest Rate for such Class of Certificates for the Distribution Date immediately following the Auction Distribution Date, and (iiiiv) 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 12:00 noon New York time on the first Business Day preceding the Auction Payment Distribution Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying BidDeposit Date"). The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Payment Distribution Date to the Bidder (or its designee) of the Auction Notes 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 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. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (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; (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; (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; (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 (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. 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. (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. (e) 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. (f) 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. (g) 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.