SCHEDULE
to the
Master Agreement
(Multicurrency-Cross Border)
dated as of
October 18, 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-FRE2 with respect to the Xxxxxxxxxx Mortgage
Loan Trust, Series 2006-FRE2 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
October 1, 2006 (the "Pooling and Servicing Agreement"), among Stanwich Asset
Acceptance Company, L.L.C., as Depositor, Fremont Investment & Loan, 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.
(iv) 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:
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PARTY REQUIRED TO DELIVER
DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO DELIVERED
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Party A and Party B. An executed U.S. Internal Revenue (i) Before the first Payment Date
Service Form W-9 (or any successor under this Agreement, (ii) promptly
thereto). 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.
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(b) Other documents to be delivered are:
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PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENT CERTIFICATE DELIVERED 3(D) REPRESENTATION
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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 of execution of this
the party entering into this Agreement Agreement or of any
or any other document executed in other documents executed
connection with this Agreement. in connection with this
Agreement.
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PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENT CERTIFICATE DELIVERED 3(D) REPRESENTATION
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Party B. Copy of each report delivered under Upon availability. Yes.
the Pooling and Servicing Agreement
and/or any other Transaction Document.
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Party A. Legal opinion from counsel for Party A Concurrently with the No.
concerning due authorization, execution of this
enforceability and related matters, Agreement.
addressed to Party B and acceptable to
Party B.
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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
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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-FRE2 with respect to the
Xxxxxxxxxx Mortgage Loan Trust, Series 2006-FRE2 Asset-Backed Pass-Through
Certificates
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager-Xxxxxxxxxx Mortgage Loan Trust, 2006-FRE2
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 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.
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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 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
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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. 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 in writing (including by facsimile transmission)
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-FRE2
(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 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;
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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. ss.ss.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.
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,
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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 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
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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-FRE2 WITH RESPECT TO THE
XXXXXXXXXX MORTGAGE LOAN TRUST, SERIES
2006-FRE2 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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