[Execution Copy]
SCHEDULE
to the
Master Agreement
(Multicurrency-Cross Border)
dated as of
August 10, 2006
between
SWISS RE FINANCIAL PRODUCTS CORPORATION, a corporation organized under the laws
of the State of Delaware
("Party A")
and
XXXXX FARGO BANK, N.A., not individually but solely as trustee for Xxxxxxxxxx
Mortgage Loan Trust, Series 2006-NC3 with respect to the Xxxxxxxxxx Mortgage
Loan Trust, Series 2006-NC3 Asset-Backed Pass-Through Certificates
("Party B")
PART 1
DEFINITIONS
Capitalized terms used herein and not otherwise defined shall have the
meaning specified in that certain Pooling and Servicing Agreement, dated as of
August 1, 2006 (the "Pooling and Servicing Agreement"), among Stanwich Asset
Acceptance Company, L.L.C., as Depositor, New Century Mortgage Corporation, as
Servicer, and Xxxxx Fargo Bank, N.A., as Trustee (the "Trustee"). For the
avoidance of doubt, references herein to a particular "Section" of this
Agreement are references to the corresponding sections of the Master Agreement.
TERMINATION PROVISIONS
In this Agreement:-
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-
Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable
in relation to Party B for the purpose of:-
Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable
(b) "SPECIFIED TRANSACTION" is not applicable to Party A or Party B for any
purpose.
(c) The EVENTS OF DEFAULT specified under Sections 5(a)(ii), 5(a)(iv); 5(a)(v)
and 5(a)(vi) of the Agreement will not apply to Party A or to Party B. With
respect to Party B only, the provisions of Section 5(a)(iii) and 5(a)(vii)
clause 2 will not be applicable as an Event of Default.
(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
apply to Party A and Party B.
(e) The "TAX EVENT" provisions of Section 2(d)(i)(4) and 2(d)(ii) of the
Agreement shall not apply to Party B and Party B shall not be required to
pay any additional amounts referred to therein.
(f) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
to either Party A or to Party B.
(g) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:-
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(h) "TERMINATION CURRENCY" means United States Dollars.
(i) ADDITIONAL TERMINATION EVENT will apply. Each of the following events shall
constitute an Additional Termination Event hereunder:
(i) A Ratings Event occurs as set forth in Part 5(f) hereof and Party A
fails to satisfy the requirements set forth in Part 5(f) hereof. Party
A shall be the sole Affected Party.
(ii) A Swap Disclosure Event occurs as set forth in Part 5(g) hereof and
Party A fails to satisfy the requirements set forth in Part 5(g)
hereof. Party A shall be the sole Affected Party.
PART 2
TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement,
Party A and Party B make the following representation:-
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii), or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of
the other party contained in Section 4(d) of this Agreement, provided that
it shall not be a breach of this representation where reliance is placed on
clause (ii)
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and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial
position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this Agreement,
Party A and Party B make the following representations:-
(i) The following representation applies to Party A: Party A is a
corporation organized under the laws of the State of Delaware.
(ii) The following representation applies to Party B: Party B is a "U.S.
person" as that term is used in section 1.1441-4(a)(3)(ii) of the
United States Treasury Regulations (the "Regulations") for United
States federal income tax purposes.
PART 3
AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Section 4(a)(i) and (ii) of this Agreement, each Party agrees
to deliver the following documents as applicable:-
(a) Tax forms, documents or certificates to be delivered are:-
PARTY REQUIRED TO DELIVER
DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO DELIVERED
------------------------- --------------------------- ------------------------------
Party A and Party B. An executed U.S. Internal (i) Before the first Payment
Revenue Service Form W-9 Date under this Agreement,
(or any successor thereto). (ii) promptly upon reasonable
demand by Party A and (iii)
promptly upon learning that
any such form previously
provided to Party A has become
obsolete or incorrect.
(b) Other documents to be delivered are:
PARTY REQUIRED TO DATE BY WHICH TO COVERED BY SECTION 3(D)
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE BE DELIVERED REPRESENTATION
----------------- ----------------------------------- ---------------------- -----------------------
Party B. Credit Support Document, if any, Concurrently with the No.
specified in Part 4 hereof, such execution of this
Credit Support Document being duly Agreement.
executed if required.
Party A/Party B. Incumbency certificate or other Concurrently with the Yes.
documents evidencing the authority execution of this
of the party entering into this Agreement or of any
Agreement or any other document other documents
executed in connection with this executed in connection
Agreement. with this Agreement.
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PARTY REQUIRED TO DATE BY WHICH TO COVERED BY SECTION 3(D)
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE BE DELIVERED REPRESENTATION
----------------- ----------------------------------- ---------------------- -----------------------
Party B. Copy of each report delivered under Upon availability. Yes.
the Pooling and Servicing Agreement
and/or any other Transaction
Document.
Party A. Legal opinion from counsel for Concurrently with the No.
Party A concerning due execution of this
authorization, enforceability and Agreement.
related matters, addressed to Party
B and acceptable to Party B.
Party A. Certified copies of all corporate, Upon execution and Yes
partnership or membership delivery of this
authorizations, as the case may be, Agreement
and any other documents with
respect to the execution, delivery
and performance of this Agreement
and any Credit Support Document
[remainder of page intentionally left blank]
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PART 4
MISCELLANEOUS
(a) ADDRESSES FOR NOTICES: For the purpose of Section 12(a) of this Agreement:-
Address for notices or communications to PARTY A:-
Swiss Re Financial Products Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Head of Operations
Facsimile. (000) 000-0000
CC:
Attention: Head of Legal
Facsimile: (000) 000-0000
(For all purposes).
Address for notices or communications to PARTY B:-
Xxxxx Fargo Bank, N.A., not individually but solely as trustee for
Xxxxxxxxxx Mortgage Loan Trust, Series 2006-NC3 with respect to the
Xxxxxxxxxx Mortgage Loan Trust, Series 2006-NC3 Asset-Backed Pass-Through
Certificates
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager-Xxxxxxxxxx Mortgage Loan Trust, 2006-NC3
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(For all purposes).
(b) PROCESS AGENT. For the purpose of Section 13(c):-
Party A appoints as its Process Agent: Not Applicable.
Party B appoints as its Process Agent: Not Applicable.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:-
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
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(e) CALCULATION AGENT. The Calculation Agent is Party A; provided, however, if
an Event of Default has occurred with respect to Party A, a Reference
Market-maker, as designated by Party B, shall be the Calculation Agent.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-
Each of the following, as amended, extended, supplemented or otherwise
modified in writing from time to time, is a "Credit Support Document":
Party A: A Guaranty of Swiss Reinsurance Company dated as of the date
hereof, in a form acceptable to Party B and, if Party A is required
pursuant to Part 5(f) hereof to post collateral, an ISDA Credit Support
Annex.
Party B: The Pooling and Servicing Agreement.
(g) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A, Swiss Reinsurance
Company.
Credit Support Provider means in relation to Party B, Not Applicable.
(h) GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the
New York General Obligations Law).
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will apply.
(j) "AFFILIATE" will have the meaning specified in Section 14 of the Form
Master Agreement; provided, however, that Party B shall be deemed not to
have any Affiliates for purposes of this Transaction.
PART 5
OTHER PROVISIONS
(a) ADDITIONAL REPRESENTATIONS. For purposes of Section 3, the following shall
be added, immediately following paragraph (f) thereto:
(g) It is an "eligible contract participant" within the meaning of Section
1(a)(12) of the Commodity Exchange Act, as amended.
(h) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business (including
financial intermediation services) or the financing of its business.
(i) NON-RELIANCE. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is
appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary. It is not
relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into this
Transaction; it being understood that
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information and explanations related to the terms and conditions of
this Transaction shall not be considered investment advice or a
recommendation to enter into this Transaction. Further, such party has
not received from the other party any assurance or guarantee as to the
expected results of this Transaction.
(j) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks
of this Transaction. It is also capable of assuming, and assumes, the
financial and other risks of this Transaction.
(k) STATUS OF PARTIES. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
(b) NOTICE BY FACSIMILE TRANSMISSION. Section 12(a) of the Agreement is hereby
amended by deleting the parenthetical "(except that a notice or other
communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system)."
(c) NO SET-OFF. Without affecting the provisions of the Agreement requiring the
calculation of certain net payment amounts, as a result of an Event of
Default or Additional Termination Event or otherwise, all payments will be
made without setoff or counterclaim. The provisions for Set-off set forth
in Section 6(e) of the Agreement shall not apply for purposes of this
Agreement.
(d) CONSENT TO RECORDING. The parties agree that each may electronically record
all telephonic conversations between marketing and trading personnel in
connection with this Agreement and that any such recordings may be
submitted in evidence in any Proceedings relating to the Agreement.
(e) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY CREDIT SUPPORT DOCUMENT OR ANY
TRANSACTION CONTEMPLATED HEREUNDER.
(f) DOWNGRADE OF PARTY A. For the purpose of this section, a "Ratings Event"
shall occur with respect to Party A (or its Credit Support Provider) if the
long-term and short-term senior unsecured debt ratings of Party A (or its
Credit Support Provider) cease to be at least A and A-1 by Standard &
Poor's Ratings Service, a division of the XxXxxx-Xxxx Companies, Inc. or
any successor thereto ("S&P") (however, in the event that Party A does not
have a short-term rating from S&P, if Party A's long-term senior unsecured
debt rating is reduced below "A+" by S&P) or at least A1 and P-1 by Xxxxx'x
Investors Service, Inc. or any successor thereto ("Moody's") (however, in
the event that Party A does not have a short-term rating from Moody's, if
Party A's long-term senior debt rating is reduced below "Aa3" by Moody's)
or at least A and F1 by Fitch Ratings Ltd. or any successor thereto
("Fitch") (collectively, the "Approved Rating Threshold"), to the extent
such obligations are rated by S&P or Moody's or Fitch. The failure by Party
A to comply with the provisions set forth below shall constitute an
Additional Termination Event for which Party A shall be the sole Affected
Party.
If a Ratings Event shall occur and be continuing with respect to Party A,
then Party A shall (A) within 5 Business Days of such Ratings Event, give
notice to Party B of the occurrence of such Ratings Event, and (B) use
reasonable efforts to transfer (at its own cost) Party A's rights and
obligations hereunder to another party, subject to satisfaction of the
Rating Agency Condition (as
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defined below). Unless such a transfer by Party A has occurred within 20
Business Days after the occurrence of a Ratings Event, Party A shall no
later than the end of such 20 Business Day period, post eligible collateral
at its own cost and satisfactory to Party B ("Eligible Collateral"), to
secure Party B's exposure or potential exposure to Party A, and such
Eligible Collateral shall be provided in accordance with a Credit Support
Annex to be attached hereto and made a part hereof; provided, however, that
if Party A's long-term senior unsecured debt rating is withdrawn or reduced
below "BBB-" by S&P, Party A shall have 10 Business Days to effect such
transfer and not be permitted to post Eligible Collateral pursuant to this
sentence. The Eligible Collateral to be posted and the Credit Support Annex
to be executed and delivered shall be subject to the Rating Agency
Condition. Valuation and Posting of Eligible Collateral shall occur weekly.
Notwithstanding the addition of the Credit Support Annex and the posting of
Eligible Collateral, Party A shall continue to use reasonable efforts to
transfer its rights and obligations hereunder to a third party with the
Approved Rating Threshold; provided, however, that Party A's obligations to
find a transferee and to post Eligible Collateral under such Credit Support
Annex shall remain in effect only for so long as a Ratings Event is
continuing with respect to Party A. "Rating Agency Condition" means, with
respect to any action to be taken, a condition that is satisfied when S&P,
Xxxxx'x and Fitch have confirmed that such action would not result in the
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by such Rating Agency to the applicable class of Certificates.
(g) SWAP DISCLOSURE EVENT. Upon the occurrence of a Swap Disclosure Event (as
defined below), if Party A has not, within 10 days after such Swap
Disclosure Event (the "Response Period") complied with one of the solutions
listed below, then an Additional Termination Event shall have occurred with
respect to Party A and Party A shall be the sole Affected Party with
respect to such Additional Termination Event.
It shall be a swap disclosure event ("Swap Disclosure Event") if at any
time after the date hereof Xxxxxxxxxx Securities, LP ("Xxxxxxxxxx
Securities") or Stanwich Asset Acceptance Corporation ("Stanwich") notifies
Party A that in the reasonable discretion of Xxxxxxxxxx Securities or
Stanwich acting in good faith, the "aggregate significance percentage" of
all derivative instruments (as such term is defined in Item 1115(b)(2) of
Regulation AB (as defined below)) provided by Party A and any of its
affiliates to Xxxxxxxxxx Mortgage Loan Trust, Series 2006-NC3 (the
"Significance Percentage") is 10% or more.
Following a Swap Disclosure Event, Party A shall take one of the following
actions at its own expense: either (I) (a) (i) if the Significance
Percentage is 10% or more, Party A shall provide in an XXXXX compatible
format the information set forth in Item 1115(b)(1) of Regulation AB for
Party A (or for its group of affiliated entities, if applicable) or (ii) if
the Significance Percentage is 20% or more, Party A provide in an XXXXX
compatible format the information set forth in Item 1115(b)(2) of
Regulation AB for Party A (or for its group of affiliated entities, if
applicable) (collectively, the "Reg AB Information"), to Xxxxxxxxxx
Securities or Stanwich and (b) provide written consent to Xxxxxxxxxx
Securities and Stanwich to incorporation by reference of such current Reg
AB Information as is filed with the Securities and Exchange Commission in
the reports of Stanwich filed pursuant to the Exchange Act, and (c) if
applicable, cause its outside accounting firm to provide its consent to
filing or incorporation by reference of such accounting firm's report
relating to their audits of such current Reg AB Information in the Exchange
Act Reports of Stanwich, and (d) provide to Xxxxxxxxxx Securities and
Stanwich any updated Reg AB Information with respect to Party A or any
entity that consolidates Party A within five days of the release of any
such updated Reg AB Information; or (II) cause a Reg AB Approved Entity (as
defined below) to replace Party A as party to this Agreement on terms
substantially similar to this
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Agreement prior to the expiration of the Response Period and cause such Reg
AB Approved Entity to provide the Reg AB Information prior to the
expiration of the Response Period; provided however, that no such transfer
to a Reg AB Approved Entity pursuant to (II) above shall occur unless the
Reg AB Approved entity agrees to terms identical to those contained in
Paragraph 5(n) of this Agreement. "Reg AB Approved Entity" means any entity
that (i) has the ability to provide the Reg AB Information and (ii) meets
or exceeds the Approved Rating Threshold and satisfies the Ratings Agency
Condition.
"Regulation AB" means Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and
interpretation as have been provided by the Securities and Exchange
Commission ("SEC") in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the SEC, or as may be provided by the SEC or its
staff from time to time.
(h) NON-PETITION. Party A hereby agrees that it will not, prior to the date
that is one year and one day (or, if longer, the applicable preference
period) after all Certificates (as such term is defined in the Pooling and
Servicing Agreement) issued by Party B pursuant to the Pooling and
Servicing Agreement have been paid in full, acquiesce, petition or
otherwise invoke or cause Party B to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining a case
against Party B under any federal or state bankruptcy, insolvency or
similar law or for the purpose of appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official for
Party B or any substantial part of the property of Party B, or for the
purpose of ordering the winding up or liquidation of the affairs of Party
B. Nothing herein shall prevent Party A from participating in any such
proceeding once commenced. The provisions of this paragraph shall survive
the termination of this Agreement.
(i) TRUSTEE LIABILITY LIMITATION. It is expressly understood and agreed by the
parties hereto that (i) this confirmation is executed and delivered by
Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"), not individually or personally but
solely as trustee, (ii) each of the representations, undertakings and
agreements herein made on the part of Party B is made and intended not as
personal representations, undertakings and agreements by Xxxxx Fargo but is
made and intended for the purpose of binding only Party B, (iii) nothing
herein contained shall be construed as creating any liability on Xxxxx
Fargo, individually or personally, to perform any covenant either expressed
or implied contained herein, and (iv) under no circumstances shall Xxxxx
Fargo be personally liable for the payment of any indebtedness or expenses
of Party B or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by Party B
hereunder or any other related documents. Any resignation or removal of
Xxxxx Fargo as trustee under the Pooling and Servicing Agreement shall
require the assignment of this confirmation to Xxxxx Fargo's replacement.
(j) SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall
be held to be invalid or unenforceable (in whole or in part) for any
reason, the remaining terms, provisions, covenants, and conditions hereof
shall continue in full force and effect as if this Agreement had been
executed with the invalid or unenforceable portion eliminated, so long as
this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter of
this Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of the
parties.
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The parties shall endeavor to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a
valid or enforceable term, provision, covenant or condition, the economic
effect of which comes as close as possible to that of the invalid or
unenforceable term, provision, covenant or condition.
(k) The obligations of Party B under this Agreement are limited recourse
obligations of Party B, payable solely from the Trust Fund (as such term is
defined in the Pooling and Servicing Agreement), subject to and in
accordance with the terms of the Pooling and Servicing Agreement, and,
following realization of the Trust Fund, any claims of Party A against
Party B shall be extinguished. It is understood that the foregoing
provisions shall not (i) prevent recourse to the Trust Fund for the sums
due or to become due under any security, instrument or agreement which is
part of the Trust Fund (subject to the priority of payments set forth in
the Pooling and Servicing Agreement) or (ii) constitute a waiver, release
or discharge of any obligation of Party B arising under this Agreement
until the Trust Fee have been realized and the proceeds applied in
accordance with the Pooling and Servicing Agreement, whereupon any
outstanding obligation of Party B under this Agreement shall be
extinguished. Notwithstanding the foregoing (or anything to the contrary in
this Agreement), Party B shall be liable for its own fraud, negligence,
willful misconduct and/or bad faith.
(l) DELIVERY OF CONFIRMATIONS. For each Transaction entered into hereunder,
Party A shall promptly send to Party B a Confirmation (which may be via
facsimile transmission). Party B agrees to respond to such Confirmation
within two General Business Days, either confirming agreement thereto or
requesting a correction of any error(s) contained therein. Failure by Party
A to send a Confirmation or of Party B to respond within such period shall
not affect the validity or enforceability of such Transaction. Absent
manifest error, there shall be a presumption that the terms contained in
such Confirmation are the terms of the Transaction.
(m) Section 5(a)(i) is hereby amended as follows:
The word "third" shall be replaced by the word "second" in the third line
of Section 5(a)(i) of the Agreement.
(n) COMPLIANCE WITH REGULATION AB.
Party A agrees and acknowledges that Xxxxxxxxxx Securities and Stanwich may
be required under Regulation AB, to disclose certain financial information
regarding Party A and Swiss Reinsurance Company depending on the applicable
"significance percentage" of this Agreement, as calculated from time to
time in accordance with Item 1115 of Regulation AB.
Party A, or a Reg AB Approved Entity after a Swap Disclosure Event pursuant
to Paragraph 5(g), as applicable, shall indemnify and hold harmless
Xxxxxxxxxx Securities, Stanwich, their respective directors or officers and
any person controlling Xxxxxxxxxx Securities or Stanwich, from and against
any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Reg AB Information that Party A or such Reg AB Approved Entity, as
applicable, provides to Xxxxxxxxxx Securities or Stanwich pursuant to
Paragraph 8 (the "Party A Information") or caused by any omission or
alleged omission to state in the Party A Information by Party A or the Reg
AB Approved Entity, as applicable, a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. For the
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avoidance of doubt, Party A shall provide the indemnity described above
with respect to any Party A Information it is required to provide pursuant
to Paragraph 8 and any Reg AB Approved Entity which has replaced Party A
pursuant to Paragraph 8 shall provide the indemnity described above with
respect to any Party A Information it is required to provide from pursuant
to Paragraph 8.
(o) LIMITED TRANSACTION. Party A and Party B each agrees and acknowledges that
the only Transaction that are or will be governed by this Agreement is the
Transaction evidenced by the Confirmation dated as of the date hereof (it
being understood that, in the event any such Confirmation shall be amended
(in any respect), such amendment shall not constitute (for purposes of this
paragraph) a separate Transaction or a separate Confirmation).
(p) TRANSFER, AMENDMENT AND ASSIGNMENT. No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be
permitted by either party unless Xxxxx'x, S&P, and Fitch have been provided
prior notice of the same and confirms in writing (including by facsimile
transmission) that it will not downgrade, withdraw or otherwise modify its
then-current ratings of any Certificates.
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IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized officers as of the date hereof.
SWISS RE FINANCIAL PRODUCTS CORPORATION XXXXX FARGO BANK, N.A., NOT
INDIVIDUALLY BUT SOLELY AS TRUSTEE FOR
XXXXXXXXXX MORTGAGE LOAN TRUST, SERIES
2006-NC3 WITH RESPECT TO THE
XXXXXXXXXX MORTGAGE LOAN TRUST, SERIES
2006-NC3 ASSET-BACKED PASS-THROUGH
CERTIFICATES
/s/ Xxxxxx Spuier /s/ Xxxxxx X. Xxxxxx
--------------------------------------- --------------------------------------
Name: Xxxxxx Spuier Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President Title: Assistant Vice President
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