This Auction Administration Agreement, dated as of July 31, 2007 (the "Agreement"), is between THE ROYAL BANK OF
SCOTLAND PLC ("RBS" or the "Auction Swap Counterparty"), and XXXXX FARGO BANK, N.A., not in its individual
capacity but solely as Securities Administrator under the Sale and Servicing Agreement (defined below), acting as
the auction administrator (the "Auction Administrator") on behalf of the Holders of the Auction Notes (as defined
herein).
W I T N E S S E T H
Whereas, Structured Asset Mortgage Investments II Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as
Initial Seller and Sponsor, Xxxxxxxxx Mortgage Funding, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master
Servicer and Securities Administrator (the "Securities Administrator"), LaSalle Bank National Association, as
Indenture Trustee and Custodian (the "Indenture Trustee"), and Xxxxxxxxx Mortgage Securities Trust 2007-3 (the
"Trust"), entered into the Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of July 1,
2007, and the Trust, the Indenture Trustee and the Securities Administrator have entered into an Indenture dated
as of July 1, 2007 (the "Indenture"), pursuant to which the Trust will issue its Xxxxxxxxx Mortgage-Backed Notes,
Series 2007-3;
Whereas, the Auction Administrator and the Auction Swap Counterparty contemporaneously herewith are entering into
the Auction Swap Agreement (as defined in the Sale and Servicing Agreement);
Whereas, the Auction Administrator, acting on behalf of the Holders of the Auction Notes, has been directed, in
its capacity as Securities Administrator under the Sale and Servicing Agreement to execute and deliver the
Auction Swap Agreement;
Whereas, the parties hereto desire to enter into this Agreement, pursuant to the Sale and Servicing Agreement, to
provide for the Auction Administrator to (i) conduct a mandatory auction (the "Auction") of the Class 1A-1 and
Class 1A-2 Notes (together, the "Group I Auction Notes"), and the Class 2A-1, Class 2A-2 , Class 3A-1, Class 3A-2
, Class 4A-1, Class 4A-2 , Class 4A-3 and Class 4A-4 Notes (collectively, the "Other Auction Notes" and, together
with the Group I Auction Notes, the "Auction Notes") five Business Days before (a) in the case of the Group I
Auction Notes, the Payment Date in July 2010 and (b) in the case of the Other Auction Notes, the Payment Date in
July 2012 (the Payment Date in July 2010 or July 2012, as applicable, being referred to herein as the "Auction
Payment Date"), (ii) on the related Auction Payment Date, distribute to the Holders of the Auction Notes the
Auction Proceeds together with the amounts, if any, due to the Auction Administrator pursuant to the Auction Swap
Agreement, subject to a maximum distribution to the Holders of the Auction Notes of the Par Price and (iii) on
the related Auction Payment Date, distribute to the Auction Swap Counterparty (or its designee) any excess of the
Auction Proceeds over the Par Price;
Now, Therefore, the parties hereto agree as follows:
Section 1 Defined Terms
For purposes of this Agreement, unless the context clearly requires otherwise, all capitalized terms that are
used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Sale and
Servicing Agreement. References herein to the Auction Payment Date, the Auction Proceeds, the Par Price and
other terms herein shall be construed as relating to the respective Class of Notes.
Section 2 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 Greenwich Capital Markets, Inc. ("GCM") (which form of notice is attached hereto
as Exhibit A) and at least two other entities listed on Schedule A hereto (which Schedule A may
be amended by delivery of a revised Schedule A by GCM to the Auction Administrator) or any
successors thereof (together with GCM, the "Dealers") selected by GCM by the Notice Date and
request that they solicit Qualifying Bids (as defined below) 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 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 GCM) 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 (the "Winning Bid") 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 Winning Bid 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
Principal Amount 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 the Auction Swap Counterparty 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 the Auction Swap
Counterparty (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 the Auction
Swap Counterparty 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 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, 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 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 an Auction Note fails to wire the purchase price for such Auction 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 Auction 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 Auction 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 Auction 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
Auction Note by the Holder thereof to the Note Registrar pursuant to Section 5 hereof in the
event that the Auction Note is not then held in book-entry form) distribute to the Holder of each
Auction 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 Auction Note, and (B) the amount, if any, received from the Auction
Swap Counterparty under the Auction Swap Agreement with respect to such Auction Note, and (ii)
pay (from funds in the Auction Proceeds Account) to the Auction Swap Counterparty, or if GCM or
an affiliate has participated in the Auction as a Bidder and the Auction Swap Counterparty is the
Auction Swap Counterparty, to an unaffiliated designee of the Auction Swap Counterparty, 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 an Auction Note of
such Class.
(h) No Holder of an Auction Note or any party hereto will be responsible for the payment of any fees
of, or costs incurred by, the Dealers in connection with the Auction.
Section 3 Establishment of Accounts
(a) The Auction Administrator shall cause to be established and maintained two separate accounts for
purposes of receiving and holding uninvested (i) any Auction Proceeds and (ii) the amounts, if
any, received from the Auction Swap Counterparty under the Auction Swap Agreement (the "Auction
Proceeds Account" and "Swap Proceeds Account," respectively).
Section 4 Notice of Auction
On the Payment Date in the month prior to the Auction Payment Date, the Auction Administrator shall give written
notice by letter to the Holder of each Auction Note (which form of notice is attached hereto as Exhibit C) that
will be subject to the Auction, with a copy to the Auction Swap Counterparty, specifying (i) that such Auction
Note shall be auctioned in accordance with this Agreement on the Auction Payment Date and that the Par Price for
such Auction Note shall (upon the Auction Administrator's receipt thereof in accordance with Section 2 of this
Agreement) be payable to such Holder, subject to the surrender of the Auction Note by the Holder thereof to the
Note Registrar pursuant to Section 5 hereof in the event that the Auction Note is not then held in book-entry
form, (ii) the Auction Payment Date, (iii) the method of calculating the Par Price payable to such Holder (in
accordance with Section 2 of this Agreement) and (iv) in the event such Auction Note is not then held in
book-entry form, that such Auction Note should be surrendered to the Note Registrar for registration of transfer
to the winning Bidder.
Section 5 Transfer of Auction Notes
Not later than 1:30 PM New York time on the Auction Payment Date, the Auction Administrator shall (subject to its
receipt of the purchase price for the Auction Note from the winning Bidder pursuant to Section 2(d) or 2(f)
hereof, as applicable, or if no Qualifying Bid was received for the Auction Note, the amount required to be paid
by the Auction Swap Counterparty under the Auction Swap Agreement with respect to the Auction Note) instruct the
applicable clearing agency in writing, with a copy to the Auction Swap Counterparty, to transfer the beneficial
ownership interest in each Auction Note subject to the Auction to the winning Bidder (or with respect to an
Auction Note for which no Qualifying Bid was received, if the Auction Swap Counterparty is RBS, to the GCM
Designee). In the event such Auction Note is not then held in book-entry form, the Holder of such Auction Note
shall surrender such Auction Note to the Note Registrar for registration of transfer on the Auction Payment Date
to the winning Bidder (or with respect to an Auction Note for which no Qualifying Bid was received, if the
Auction Swap Counterparty is RBS, to the GCM Designee). If the Holder of an Auction Note not then held in
book-entry form fails to deliver such Auction Note to the Note Registrar, then (i) the Auction Administrator
shall notify the Note Registrar of such failure and request that the Note Registrar deem such Auction Note
cancelled and issue a new Auction Note to the winning Bidder (or with respect to an Auction Note for which no bid
was received, if the Auction Swap Counterparty is RBS, to the GCM Designee), and (ii) the Par Price due to the
Holder of such Auction Note will be paid only upon surrender of such Auction Note, without any accrued interest
on the Par Price from the Auction Payment Date. For purposes of this Section 5, the "GCM Designee" is an entity
that (i) is exempt from Federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, or the corresponding provision of any future United States internal revenue law and (ii) GCM
has confirmed meets the requirements of clause (i) and has identified in a notice delivered to the Auction
Administrator on the fifth Business Day preceding the Auction Payment Date as the intended transferee of any
Auction Note for which no Qualifying Bid is received.
Section 6 Duties and Responsibilities of the Auction Administrator
(a) The Auction Administrator undertakes to perform its duties hereunder and only such duties as are
expressly set forth herein, and no implied covenants or obligations shall be read into this
Agreement against the Auction Administrator.
(b) In the absence of bad faith, negligence or willful misconduct on its part, or failure to comply
with any of its express obligations hereunder, the Auction Administrator, whether acting directly
or through agents or attorneys as provided in Section 7(d) hereof, shall not be liable for any
action taken, suffered, or omitted or for any error of judgment made by it in the performance of
its duties hereunder. In no event shall the Auction Administrator be liable for indirect,
punitive, special or consequential damage or loss.
Section 7 Rights of the Auction Administrator and the Note Registrar
(a) The Auction Administrator may rely upon conclusively, and shall be protected in acting or
refraining from acting upon, any written instruction, notice, request, direction, consent,
report, certificate, form or bond certificate or other instrument, paper or other document both
(i) authorized hereby and (ii) reasonably believed by it to be genuine and to have been signed by
the proper person. The Auction Administrator shall not be liable for acting, or refraining from
acting in good faith upon any such communication authorized hereby (including, but not limited
to, any communication made by telephone or other communication acceptable to the parties), that
the Auction Administrator believes in good faith to have been given by the particular party or
parties.
(b) The Auction Administrator may consult with counsel of its choice (provided such selection is made
with reasonable care) and the advice of such counsel shall be full and complete authorization in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.
(c) The Auction Administrator shall not be required to advance, expend or risk its own funds or
otherwise incur or become exposed to financial liability in the performance of its duties
hereunder.
(d) The Auction Administrator may perform its duties and exercise its rights hereunder either
directly or by or through agents or attorneys but shall not thereby be released from any of its
responsibilities hereunder subject to clause (b) above.
(e) In no event shall the Auction Administrator be liable for any acts or omissions of the Auction
Swap Counterparty or any Dealers. The Auction Administrator shall have no responsibility or
liability for the failure by any Dealer to cooperate in the solicitation of bids or for the
adequacy or sufficiency of any bids solicited by such Dealers or information provided by GCM.
(f) The Auction Swap Counterparty agrees to indemnify the Auction Administrator (and its directors,
officers and employees) and hold it (and such directors, officers and employees) harmless from
and against any loss, liability, damage, cost and expense of any nature incurred by the Auction
Administrator arising out of or in connection with this Agreement or with the administration of
its duties hereunder, including but not limited to reasonable attorney's fees and other
reasonable costs and expenses of defending or preparing to defend against any claim of liability
unless and except to the extent such loss, liability, damage, cost and expense shall be caused by
the Auction Administrator's negligence, bad faith, willful misconduct or failure to comply with
any of its express obligations hereunder. The foregoing indemnification and agreement to hold
harmless shall survive the termination of this Agreement.
(g) The Auction Administrator shall have no responsibility for providing any information related to
the Auction Notes to any Dealers or Bidders.
(h) The Auction Swap Counterparty agrees to indemnify the Note Registrar (and its directors, officers
and employees) and hold it (and such directors, officers and employees) harmless from and against
any loss, liability, damage, cost and expense of any nature incurred by the Note Registrar
arising out of or in connection with (i) any claim by a Holder of an Auction Note not then held
in book-entry form that such Auction Note was improperly deemed canceled by the Note Registrar at
the request of the Auction Administrator pursuant to Section 5 of this Agreement or (ii) any
claim by a Person alleging to be a winning Bidder or a GCM Designee which Person did not receive
a new Auction Note because of contrary written instructions delivered to the Note Registrar by
the Auction Swap Counterparty or any of its Affiliates, including but not limited to reasonable
attorney's fees and other reasonable costs and expenses of defending or preparing to defend
against any claim of liability unless and except to the extent such loss, liability, damage, cost
and expense shall be caused by the Auction Note Registrar's negligence, bad faith, willful
misconduct or failure to comply with any of its express obligations hereunder. The foregoing
indemnification and agreement to hold harmless shall survive the termination of this Agreement or
the earlier removal or resignation of the Note Registrar.
Section 8 Miscellaneous
(a) This Auction Agreement shall remain in effect until the Auction Notes are purchased on the
Auction Payment Date and all proceeds thereof have been disbursed.
(b) The rights and duties of the Auction Administrator under this Agreement shall cease upon
termination of this Agreement, provided that rights under Section 7(f) and (h) shall survive
termination.
(c) Except for communications authorized to be by telephone pursuant to this Agreement (which
telephonic communications are to be made to the telephone number(s) listed below), all notices,
requests and other communications to any party hereunder shall be in writing (for purposes of
this Agreement, telecopy shall be deemed to be in writing) and shall be given to such party,
addressed to it, at its address or telecopy number for purposes of this Agreement, set forth
below:
If to the Auction Administrator: Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Attention: Client Manager - Xxxxxxxxx 2007-3
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to RBS, to each Greenwich Capital Markets, Inc.,
of the four parties listed below: as agent for
The Royal Bank of Scotland plc
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
To the attention of the following:
Asset Backed Trading
Xxx Xxxxxx/Xxxxx Xxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
/ (000) 000-0000
Asset Backed Operations
Xxxxxx Xxxxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Xxxxxxx Xxxxxxxx / Xxxxxxx Xxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Legal Department
Xxxxx Xxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
or such other address, telecopier number as such party may hereafter specify for such purpose by
notice to the other parties. Each such notice, request or communication shall be effective (a)
if given by telecopy, when such telecopy is transmitted to the telecopier number specified
herein, receipt confirmed, or (b) if given by any other means, when delivered at the address
specified herein.
(d) This Agreement contains the entire agreement between the parties hereto relating to the subject
matter hereof, and there are no other representations, endorsements, promises, agreements or
understandings, oral, written or inferred, between the parties hereto relating to the subject
matter hereof.
(e) This Agreement shall be binding upon the parties hereto and their respective successors and
assigns, provided however, that any such transferee of the Auction Swap Counterparty (or the
guarantor of such transferee's obligations hereunder) shall meet the Approved Ratings Threshold
(as defined in the Auction Swap Agreement). This Agreement shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns. Nothing herein,
express or implied, shall give to any person, other than the parties hereto and their respective
successors or assigns, any benefit of any legal or equitable right, remedy or claim hereunder,
except as otherwise expressly stated.
(f) This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or
waived, in whole or in part, except by written instrument signed by a duly authorized
representative of the parties hereto. The failure of any party hereto to exercise any right or
remedy hereunder in the event of a breach hereof by the other party shall not constitute a waiver
of any such right or remedy with respect to any subsequent breach.
(g) If any clause, provision or section hereof shall be ruled invalid or unenforceable by any court
of competent jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any of the remaining clauses, provisions or sections hereof.
(h) This Agreement may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument. This Agreement shall take effect
immediately upon the execution and delivery hereof.
(i) This Agreement shall be governed by and construed in accordance with the laws of the State of New
York applicable to contracts wholly performed within New York without reference to choice of law
doctrine (other than Section 5-1401 of the New York General Obligations Law).
(j) In connection with this Agreement, GCM has acted as agent on behalf of RBS. GCM has not
guaranteed and is not otherwise responsible for the obligations of RBS under this Agreement.
In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their
proper and duly authorized officers as of the date first above written.
XXXXX FARGO BANK, N.A.,
not in its individual capacity but solely as Securities Administrator
under the Sale and Servicing Agreement, acting as the Auction Administrator
on behalf of the Holders of the Auction Notes
By: /s/ Xxxxx X. Xxxxxx
Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: Greenwich Capital Markets, Inc., as agent
By: /s/ Xxxxxxx Xxxxxxx
Name:Xxxxxxx Xxxxxxx
Title: Vice President
Schedule A
Bear, Xxxxxxx & Co. Inc.
Telephone (000) 000-0000
Fax (000) 000-0000
Credit Suisse
Telephone (000) 000-0000
Fax (000) 000-0000
Xxxxxxx, Sachs & Co.
Telephone (000) 000-0000
Fax (000) 000-0000
Xxxxxx Brothers Inc.
Telephone (000) 000-0000
Fax (000) 000-0000
Exhibit A
[date]
By Facsimile Transmission
[At least two other Dealers from Schedule A]
With a copy to:
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Asset Backed Trading
Xxx Xxxxxx/Xxxxx Xxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000 / (000) 000-0000
Asset Backed Operations
Xxxxxx Xxxxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Xxxxxxx Xxxxxxxx / Xxxxxxx Xxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Legal Department
Xxxxx Xxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Re: Xxxxxxxxx Mortgage Securities Trust 2007-3 Mortgage-Backed Notes, Series 2007-3
This is to advise you that the [Class 1A-1 and Class 1A-2] [Class 2A-1, Class 2A-2 , Class 3A-1, Class 3A-2 ,
Class 4A-1, Class 4A-2 , Class 4A-3 and Class 4A-4] Notes of the above-referenced series of Auction Notes are to
be auctioned pursuant to the terms of the Auction Administration Agreement, dated as of July 31, 2007, a copy of
which is attached hereto.
You are hereby requested to solicit bids in accordance with the terms of the Auction Administration Agreement.
[Add the following only in the notices sent to GCM:
You are also hereby requested to submit to the Auction Administrator the identity of the GCM Designee (as defined
in the Auction Administration Agreement) to whom any Auction Note for which no bid is received should be
transferred on the Auction Payment Date.]
XXXXX FARGO BANK, N.A., not in its individual capacity but solely as Securities Administrator under the Sale and
Servicing Agreement, acting as the Auction
Administrator on behalf of the
Holders of the Auction Notes
By:____________________________________________
Name:
Title
Exhibit B
[date]
By Facsimile Transmission
[To the Dealers previously notified of the Auction]
With a copy to:
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Asset Backed Trading
Xxx Xxxxxx/Xxxxx Xxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000 / (000) 000-0000
Asset Backed Operations
Xxxxxx Xxxxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Xxxxxxx Xxxxxxxx / Xxxxxxx Xxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Legal Department
Xxxxx Xxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Re: Xxxxxxxxx Mortgage Securities Trust 2007-3 Mortgage-Backed Notes, Series 2007-3
This is to advise you that as of 11:00 AM today, the Auction Administrator has not received bids for the
following Class(es) (or portion thereof) of the above-referenced series of Auction Notes:
[Class(es) identified]
This is to further advise you that the deadline for the receipt of bids for the above-referenced Auction Notes
has been extended to 1:00 PM today. You are hereby requested to solicit bids for such Auction Notes in accordance
with the terms of the Auction Administration Agreement.
XXXXX FARGO BANK, N.A., not in its individual capacity but solely as Securities Administrator under the Sale and
Servicing Agreement, acting as the Auction
Administrator on behalf of the
Holders of the Auction Notes
By:
Name:
Title
Exhibit C
[date]
By Facsimile Transmission
[Holders of the Auction Notes]
With a copy to:
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Asset Backed Trading
Xxx Xxxxxx/Xxxxx Xxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000 / (000) 000-0000
Asset Backed Operations
Xxxxxx Xxxxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Xxxxxxx Xxxxxxxx / Xxxxxxx Xxxxxxxx
Telephone (000) 000-0000
Fax: (000) 000-0000
Legal Department
Xxxxx Xxxxxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Re: Xxxxxxxxx Mortgage Securities Trust 2007-3 Mortgage-Backed Notes, Series 2007-3
Pursuant to Section 4 of the Auction and Administration Agreement dated July 31, 2007 (the "Auction
Administration Agreement"), between Xxxxx Fargo Bank, N.A., as Auction Administrator (in such capacity, the
"Auction Administrator") and The Royal Bank of Scotland plc, this is to advise you that the following Classes of
the above-referenced series of Auction Notes are to be auctioned pursuant to the terms of the Auction
Administration Agreement:
[Class(es) identified]
Such Auction Notes shall be auctioned on the Payment Date in [July 2010] [July 2012] (the "Auction Payment Date")
in accordance with the provisions of the Auction Administration Agreement and the Par Price (as defined in the
Auction Administration Agreement) for the Auction Notes owned by you shall (to the extent of the Auction
Administrator's receipt thereof in accordance with Section 2 of the Auction Administration Agreement) be payable
to you in connection with the sale of such Auction Notes.
In the event any such Auction Note is not held in book-entry form, such Auction Note must be surrendered to the
Note Registrar prior to payment of the Par Price to its Holder.
XXXXX FARGO BANK, N.A., not in its individual capacity but solely as Securities Administrator under the Sale and
Servicing Agreement, acting as the Auction
Administrator on behalf of the
Holders of the Auction Notes
By:_________________________________
Name:
Title
