Schedule
to the
Master Agreement
dated as of February 28, 2006
between
Credit Suisse International, U.S. Bank National Association, not
an unlimited company and in its individual capacity but
incorporated solely as Trustee on behalf of
under the laws of England and Adjustable Rate Mortgage Trust
Wales 2006-1 under the Pooling and
("Party A") Servicing Agreement
("Party B")
Part 1
Termination Provisions
In this Agreement:-
(a) Specified Entity. "Specified Entity" shall have no meaning in relation
to Party A or Party B.
(b) Specified Transaction. Specified Transaction will have the meaning
specified in Section 14.
(c) Certain Events of Default. The following Events of Default will apply
to the parties as specified below, and the definition of "Event of Default"
in Section 14 is deemed to be modified accordingly:
Section 5(a)(i) (Failure To Pay or Deliver) will apply to Party A and
will apply to Party B.
Section 5(a)(ii) (Breach of Agreement) will apply to Party A and will
apply to Party B.
Section 5(a)(iii) (Credit Support Default) will not apply to Party A or
Party B.
Section 5(a)(iv) (Misrepresentation) will apply to Party A and will
apply to Party B.
Section 5(a)(v) (Default Under Specified Transaction) will not apply to
Party A or Party B.
Section 5(a)(vi) (Cross Default) will apply to Party A and will apply
to Party B.
Section 5(a)(vii) (Bankruptcy) will apply to Party A and will apply to
Party B.
Section 5(a)(viii) (Merger Without Assumption) will apply to Party A
and will apply to Party B.
(d) Termination Events. The "Illegality" provision of Section 5(b)(i), the
"Tax Event" provision of Section 5(b)(ii), the "Tax Event Upon Merger"
provision of Section 5(b)(iii) and the "Credit Event Upon Merger" provision
of Section 5(b)(iv) will apply to both Party A and Party B.
(e) Automatic Early Termination. The "Automatic Early Termination"
provision of Section 6(a) will not apply to Party A or Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e), the
Second Method and Market Quotation will apply.
(g) Termination Currency. "Termination Currency" means United States
Dollars.
(h) Additional Termination Event.
Each of the following shall be an Additional Termination Event with
respect to Party B as the sole Affected Party:-
(1) Termination of Trust. The termination of the obligations and
responsibilities of the parties to the Pooling and Servicing Agreement
pursuant to Section 11.01 of the Pooling and Servicing Agreement.
(2) Amendment of Pooling and Servicing Agreement. Party B shall fail
to comply with Part 5(h) of this Schedule.
(3) Counterparty Rating Agency Downgrade. If Party A no longer has a
long-term credit rating of at least A (or its equivalent) from at least
one of the Rating Agencies (a "Counterparty Rating Agency Downgrade"),
provided that none of the following events shall occur: Party A shall,
no later than the 30th day following the Counterparty Rating Agency
Downgrade, either (1) obtain a substitute Counterparty that is a bank
or other financial institution that has a rating that is in one of the
three highest long-term credit rating categories from at least one of
the Rating Agencies rating the Certificates, (2) obtain a guaranty of
or a contingent agreement of another person with a long-term credit
rating of at least A (or its equivalent) from at least one of the
Rating Agencies to honor Party A's obligations hereunder, (3) post
collateral under the Credit Support Annex attached hereto and made a
part hereof, or (4) restore its long-term credit rating to at least A
(or its equivalent) from at least one of the Rating Agencies. As used
herein: (i) "Moody's" means Xxxxx'x Investors Service, Inc., or any
successor nationally recognized statistical rating organization, (ii)
"S&P" means Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized
statistical rating organization, (iii) "Fitch" means Fitch Ratings, or
any successor nationally recognized statistical rating organization,
and (iv) "Rating Agency" means Xxxxx'x, S&P, or Fitch.
Part 2
Tax Representations
(a) Payer Tax Representations. For the purpose of Section 3(e), Party A
and Party B each makes 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)) 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 representation made by the other party
pursuant to Section 3(f);
(ii) the satisfaction of the agreement of the other party contained in
Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness
of any document provided by the other party pursuant to Section
4(a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d);
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii), 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 Tax Representations. For the purpose of Section 3(f),
(i) Party A makes the following representation to Party B:
(A) Party A is entering into each Transaction in the ordinary course of its
trade as, and is, a recognized UK bank as defined in Section
840A of the UK Income and Corporation Taxes Act of 1988.
(B) Party A has been approved as a Withholding Foreign Partnership by the
US Internal Revenue Service.
(C) Party A's Withholding Foreign Partnership Employer Identification
Number is 00-0000000.
(D) Party A is a partnership that agrees to comply with any withholding
obligation under Section 1446 of the Internal Revenue Code.
(ii) Party B makes no Payee Tax Representations.
Part 3
Agreement to Deliver Documents
Each party agrees to deliver the following documents as applicable:-
(a) For the purpose of Section 4(a)(i), tax forms, documents or
certificates to be delivered are:-
Party required Form/Document/ Date by which
to deliver Certificate to be
document delivered
Party A U.S. Internal (i) Before
Revenue the first
Service Form Payment Date
W-8IMY or any under this
successor Agreement,
forms thereto such form to
be updated at
the beginning
of each
succeeding
three-calendar-year
period after
the first
payment date
under this
Agreement,
(ii) promptly
upon
reasonable
demand by
Party B, and
(iii)
promptly upon
learning that
any such Form
previously
provided by
Party A has
become
obsolete or
incorrect.
(b) For the purpose of Section 4(a)(ii), other documents to be delivered
are:-
Party required Form/Document/ Date by which Covered by
to deliver Certificate to be Section 3(d)
document delivered Representation
Party A and Evidence Upon Yes
Party B reasonably execution
satisfactory this
to the other Agreement
party as to and, if
the names, requested,
true upon
signatures execution of
and authority any
of the Confirmation
officers or
officials
signing this
Agreement or
any
Confirmation
on its behalf
Party A A copy of the Upon request, Yes
annual report as soon as
for such publicly
party available
containing
audited or
certified
financial
statements
for the most
recently
ended
financial year
Party A An opinion of Upon No
counsel to execution of
such party this Agreement
reasonably
satisfactory
in form and
substance to
the other
party
covering the
enforceability
of this
Agreement
against such
party
Party B All opinions Upon No
of counsel to execution of
Party B and this Agreement
counsel to
the Servicer,
delivered as
of the
Closing Date
Party B Executed Upon No
copies of the execution of
Pooling and this
Servicing Agreement.
Agreement and
such other
documents as
requested by
Party A.
Party B Monthly At such times Yes
Statements, as such
as set forth Monthly
in Section Statements
4.05 of the are required
Pooling and to be
Servicing delivered to
Agreement the Trustee
pursuant to
the Pooling
and Servicing
Agreement
Party B Such other Upon request No
information
in connection
with the
Certificates
or the
Pooling and
Servicing
Agreement in
the
possession of
Party B as
Party A may
reasonably
request.
Party B Any and all Each (i) the No
proposed and date of
executed distribution
amendments to to the
the Pooling Certificates
and Servicing or (ii) the
Agreement. date of
execution by
Party B, as
applicable.
Part 4
Miscellaneous
(a) Addresses for Notices. For the purpose of Section 12(a):-
Notwithstanding Section 12 (a) of the Agreement, all notices, including those
to be given under Section 5 or Section 6 of the Agreement, may be given by
facsimile transmission or electronic messaging system.
(i) (1) Address for notices or communications to Party A:-
Address:One Cabot Square Attention: (1) Head of Credit Risk
Management;
Xxxxxx X00 0XX (2) Global Head of OTC Operations,
Operations Department;
(3) General Counsel Europe -
Legal and Compliance
Department
Swift: Credit Suisse International CSFP GB2L
(2)For the purpose of facsimile notices or communications under this
Agreement:-
Facsimile No.: x00 (0) 000 000 0000
Attention: General Counsel Europe - Legal and Compliance Department
Telephone number for oral confirmation of receipt of facsimile in
legible form: x00 (0) 000 000 0000
Designated responsible employee for the purposes of Section
12(a)(iii): Senior Legal Secretary
With a copy to:
Facsimile No. x00 (0) 000 000 0000
Head of Credit Risk Management
With a copy to:
Facsimile No. x00 (0) 000 000 0000
Global Head of OTC Operations, Operations Department.
(ii) Address for notices or communications to Party B:-
Address: U.S. Bank National Attention: Credit Suisse ARMT
Association, as Trustee 2006-1
for Adjustable Rate
Mortgage Trust 2006-1
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, XX 00000
Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
(For all purposes.)
With copies to:-
Address: Credit Suisse Securities Attention: Xxxxx Xxxx
(USA) LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
With copies to:-
Address: Xxxxx Fargo Bank, N.A., as Attention: Client Manager,
trustee of the supplemental Credit Suisse
interest trust created ARMT 2006-1
pursuant to the
Pooling and Servicing
Agreement
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
(b) Process Agent. For the purpose of Section 13(c):-
Party A appoints as its Process Agent:- Credit Suisse Securities (USA)
LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (Attention:- General
Counsel, Legal and Compliance Department).
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):-
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A.
(f) Credit Support Document. Details of any Credit Support Document:
(i) With respect to Party B, the Pooling and Servicing Agreement.
(ii) With respect to Party A: Not Applicable.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A: Not applicable.
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
choice of law doctrine.
(i) Netting of Payments. Section 2(c)(ii) of this Agreement will not apply
to the Transactions.
(j) Affiliate. Affiliate will have the meaning specified in Section 14,
provided that Party B shall be deemed to have no Affiliates.
Part 5
Other Provisions
(a) Definitions. Unless otherwise specified in a Confirmation, this
Agreement and each Transaction between the parties are subject to the 2000
ISDA Definitions as published by the International Swaps and Derivatives
Association, Inc. (the "2000 Definitions"), and will be governed in all
relevant respects by the provisions set forth in the 2000 Definitions,
without regard to any amendment to the 2000 Definitions subsequent to the
date hereof. The provisions of the 2000 Definitions are incorporated by
reference in and shall be deemed a part of this Agreement, except that
references in the 2000 Definitions to a "Swap Transaction" shall be deemed
references to a "Transaction" for purposes of this Agreement.
(b) Pooling and Servicing Agreement. This Agreement is the Pooling and
Servicing Agreement between Credit Suisse First Boston Mortgage Securities
Corp., as Depositor, DLJ Mortgage Capital, Inc., as Seller, Xxxxx Fargo Bank,
N.A., as Master Servicer, Servicer, Back-Up Servicer and Trust Administrator,
Select Portfolio Servicing Inc., as a Servicer and as Special Servicer, and
U.S. Bank National Association, as Trustee, dated as of February 1, 2006, as
amended from time to time.
(c) Independent Reliance. The parties agree to amend Section 3 of this
Agreement by the addition of the following provision at the end thereof and
marked as subsection (g).
"(g) Independent Reliance. Party A is entering into this Agreement
and will enter into each Transaction in reliance upon such tax,
accounting, regulatory, legal, and financial advice as it deems
necessary and not upon any view expressed by the other party.
Party B is entering into this Agreement and will enter into each
Transaction in reliance upon the direction of the Depositor and
not upon any view expressed by the other party."
(d) Change of Account. Section 2(b) of this Agreement is hereby amended by
the addition of the following after the word "delivery" in the first line
thereof:-
"to another account in the same legal and tax jurisdiction as the
original account"
(e) Escrow Payments. If (whether by reason of the time difference between
the cities in which payments are to be made or otherwise) it is not possible
for simultaneous payments to be made on any date on which both parties are
required to make payments hereunder, either party may at its option and in
its sole discretion notify the other party that payments on that date are to
be made in escrow. In this case deposit of the payment due earlier on that
date shall be made by 2.00 pm (local time at the place for the earlier
payment) on that date with an escrow agent selected by the notifying party,
accompanied by irrevocable payment instructions (i) to release the deposited
payment to the intended recipient upon receipt by the escrow agent of the
required deposit of the corresponding payment from the other party on the
same date accompanied by irrevocable payment instructions to the same effect
or (ii) if the required deposit of the corresponding payment is not made on
that same date, to return the payment deposited to the party that paid it
into escrow. The party that elects to have payments made in escrow shall pay
all costs of the escrow arrangements.
(f) Recording of Conversations. Each party to this Agreement acknowledges
and agrees to the tape recording of conversations between the parties to this
Agreement whether by one or other or both of the parties and each party
hereby consents to such recordings being used as evidence in Proceedings.
(g) Waiver of Right to Trial by Jury. Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury
in respect of any suit, action or proceeding relating to this Agreement or
any Credit Support Document. Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support
Provider has represented, expressly or otherwise, that such other party would
not, in the event of such a suit action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party have been
induced to enter into this Agreement and provide for any Credit Support
Document, as applicable by, among other things, the mutual waivers and
certifications in this Section.
(h) Pooling and Servicing Agreement.
(1) Capitalized terms used in this Agreement that are not defined
herein and are defined in the Pooling and Servicing Agreement shall
have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
(2) Notwithstanding any other provision of this Agreement, Party A
may not, prior to the date which is one year and one day, or if longer
the applicable preference period then in effect, after the payment in
full of all Certificates, institute against, or join any other Person
in instituting against, the Trust any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings, or
other proceedings under Federal, State, or bankruptcy or similar laws.
Nothing shall preclude, or be deemed to stop, Party A (i) from taking
any action prior to the expiration of the aforementioned one year and
one day period, or if longer the applicable preference period then in
effect, in (A) any case or proceeding voluntarily filed or commenced by
the Trust or (B) any involuntary insolvency proceeding filed or
commenced by a Person other than Party A, or (ii) from commencing
against the Trust or any of the Collateral any legal action which is
not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or similar proceeding. Party A further acknowledges that
Party B's obligations hereunder shall be solely the obligations of the
Trust and that recourse in respect of any obligations of Party B
hereunder will be limited to assets of the Trust as applied in
accordance with the terms of the Pooling and Servicing Agreement and,
on exhaustion thereof, all claims against Party B arising from this
Agreement or contemplated hereby shall be extinguished.
(3) Party B will provide at least 30 days' prior written notice to
Party A of any proposed amendment or modification to the Pooling and
Servicing Agreement.
(i) Amendment of the Pooling and Servicing Agreement. Party B will not,
without the prior written consent of Party A, consent to any amendment,
supplement or other modification of the Pooling and Servicing Agreement, in
each case as solely determined by Party A, in a manner that would (i)
adversely affect the ability of Party B to perform, timely and fully, its
obligations under this Agreement, (ii) affect or change the rights of Party A
or the benefits accorded to Party A under the Pooling and Servicing Agreement
or this Agreement, (iii) affect or change the obligations of Party A under
this Agreement or (iv) modify the meaning of any term used herein and defined
in the Pooling and Servicing Agreement or any component thereof. Any such
amendment, supplement or modification without such consent of Party A shall
not be binding on Party A.
(j) Transfer. Section 7 is hereby amended to read in its entirety as
follows:
Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of
the Schedule, and except for the assignment by way of security in favor of
the Party B under the Pooling and Servicing Agreement, neither Party A nor
Party B is permitted to assign, novate or transfer (whether by way of
security or otherwise) as a whole or in part any of its rights, obligations
or interests under this Agreement or any Transaction without the prior
written consent of the other party; provided, however, that (i) Party A may
make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of substantially all
of its assets to, another entity, or an incorporation, reincorporation or
reconstitution, and (ii) Party A may transfer this Agreement to any Person,
including, without limitation, another of Party A's offices, branches or
affiliates (any such Person, office, branch or affiliate, a "Transferee") on
at least five Business Days' prior written notice to Party B; provided that,
with respect to clause (ii), (A) as of the date of such transfer the
Transferee will not be required to withhold or deduct on account of a Tax
from any payments under this Agreement unless the Transferee will be required
to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this
Agreement in respect of such Tax (B) a Termination Event or Event of Default
does not occur under this Agreement as a result of such transfer; (C) such
notice is accompanied by a written instrument pursuant to which the
Transferee acquires and assumes the rights and obligations of Party A so
transferred; and (D) Party A will be responsible for any costs or expenses
incurred in connection with such transfer. Party B will execute such
documentation as is reasonably deemed necessary by Party A for the
effectuation of any such transfer.
Except as specified otherwise in the documentation evidencing a transfer, a
transfer of all the obligations of Party A made in compliance with this
Section 7 will constitute an acceptance and assumption of such obligations
(and any related interests so transferred) by the Transferee, a novation of
the transferee in place of Party A with respect to such obligations (and any
related interests so transferred), and a release and discharge by Party B of
Party A from, and an agreement by Party B not to make any claim for payment,
liability, or otherwise against Party A with respect to, such obligations
from and after the effective date of the transfer.
(k) Notice of Certain Events or Circumstances. Each party agrees, upon
learning of the occurrence or existence of any event or condition that
constitutes (or that with the giving of notice or passage of time or both
would constitute) an Event of Default or Termination Event with respect to
such party, promptly to give the other party notice of such event or
condition (or, in lieu of giving notice of such event or condition in the
case of an event or condition that with the giving of notice or passage of
time or both would constitute an Event of Default or Termination Event with
respect to the party, to cause such event or condition to cease to exist
before becoming an Event of Default or Termination Event); provided that
failure to provide notice of such event or condition pursuant to this Part
5(j) shall not constitute an Event of Default or a Termination Event.
(l) Regarding Party A. Party B acknowledges and agrees that Party A has
had and will have no involvement in and, accordingly Party A accepts no
responsibility for: (i) the establishment, structure, or choice of assets of
the Trust; (ii) the selection of any person performing services for or acting
on behalf of Party B or the Trust; (iii) the selection of Party A as the
Counterparty; (iv) the terms of the Certificates; (v) the preparation of or
passing on the disclosure and other information contained in any offering
circular for the Certificates, the Pooling and Servicing Agreement, or any
other agreements or documents used by any party in connection with the
marketing and sale of the Certificates; (vi) the ongoing operations and
administration of the Trust, including the furnishing of any information to
Party B which is not specifically required under this Agreement; or (vii) any
other aspect of the Trust's existence.
(m) Commodity Exchange Act. Each party represents to the other party on
and as of the date hereof and on each date on which a Transaction is entered
into among them that:
(i) such party is an "eligible contract participant" as defined in the U.S.
Commodity Exchange Act (the "CEA");
(ii) neither this Agreement nor any Transaction has been executed or traded
on a "trading facility" as such term is defined in the CEA; and
(iii) such party is entering into each Transaction in connection with its
business or a line of business and the terms of this Agreement
and each Transaction have been individually tailored and
negotiated.
(n) Trustee Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Agreement is executed and delivered by U.S. Bank
National Association, not in its individual capacity but solely as Trustee
for the Trust under the Pooling and Servicing Agreement, in the exercise of
the powers and authority conferred upon and vested in it thereunder, (ii)
each of the representations, warranties, covenants, undertakings and
agreements herein made on the part of Party B has not been made or intended
as a representation, warranty, covenant, undertaking or agreement by U.S.
Bank National Association, in its individual capacity, but is made and
intended for the purpose of binding only the assets of the Trust available
therefor in accordance with the terms of the Pooling and Servicing Agreement,
(iii) nothing herein contained shall be construed as creating any liability
on U.S. Bank National Association, in its individual capacity, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto and (iv) under no circumstances shall
U.S. Bank National Association, in its individual capacity, be 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 under this Agreement or any other related
document, as to all of which recourse shall be had solely to the assets of
the Trust in accordance with the terms of the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the parties have executed this Schedule by their
duly authorized representatives as of the date of the Agreement.
CREDIT SUISSE INTERNATIONAL U.S. BANK NATIONAL ASSOCIATION, NOT IN
ITS INDIVIDUAL CAPACITY BUT SOLELY AS
TRUSTEE ON BEHALF OF ADJUSTABLE RATE
MORTGAGE TRUST 2006-1 UNDER THE
POOLING AND SERVICING AGREEMENT
By:____________________________ By:__________________________
Name: Name:
Title: Title:
By:____________________________
Name:
Title:
