EXHIBIT 10.3
Yield Maintenance Agreement
[LOGO UBS]
Date: 27 April 2006
To: Xxxxx Fargo Bank, N.A., not individually, but solely as
Master Servicer on behalf of Xxxxx Fargo Mortgage Backed
Securities 2006-6 Trust ("Counterparty")
Attention: Swaps Administration
From: UBS AG, London Branch ("UBS AG")
Subject: Interest Rate Cap Transaction
UBS AG Ref: 37346733
Dear Sirs
The purpose of this communication is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes a "Confirmation" as referred to in the Master Agreement
or Agreement specified below.
The definitions contained in the 2000 ISDA Definitions as published by the
International Swaps and Derivatives Association, Inc., are incorporated into
this Confirmation. In the event of any inconsistency between any of the
definitions listed above and this Confirmation, this Confirmation will govern.
If you and we are parties to a master agreement that governs transactions of
this type (whether in the form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border)(the "ISDA Form") or any other form (a "Master
Agreement"), then this Confirmation will supplement, form a part of, and be
subject to that Master Agreement. If you and we are not parties to such a Master
Agreement, then you and we agree to use all reasonable efforts promptly to
negotiate, execute and deliver an agreement in the form of the ISDA Form, with
such modifications as you and we will in good faith agree. Upon the execution by
you and us of such an agreement, this Confirmation will supplement, form a part
of and be subject to and governed by that agreement, except as expressly
modified below. Until we execute and deliver that agreement, this Confirmation,
together with all other documents referring to the ISDA Form (each a
"Confirmation") confirming transactions (each a "Transaction") entered into
between us (notwithstanding anything to the contrary in a confirmation), shall
supplement, form a part of, and be subject to an agreement in the form of the
ISDA Form as if we had executed an agreement in such form (but without any
Schedule except for the election of the laws of New York as the Governing Law
and U.S. Dollars as the Termination Currency) on the Trade Date of the first
Transaction between us (hereinafter the "Agreement"). In the event of any
inconsistency between the provisions of any such Agreement and this
Confirmation, this Confirmation will prevail for the purposes of this
Transaction.
The terms of the particular Swap Transaction to which this Confirmation relates
are as follows:
General Terms
Trade Date: 27 April 2006
Effective Date 01 April 2006
Termination Date: 1 April 2009
Calculation Amount: The lesser of (a) USD 20,000,000.00 and (b)
the aggregate Principal Balance (as defined
in the Pooling and Servicing Agreement) of the
Class I-A-22 Certificates as of the last day
of the relevant Calculation Period.
Seller of the Cap: UBS AG
Buyer of the Cap: Counterparty
Calculation Agent: UBS AG
Business Days: New York
Broker: None
Fixed Amounts
Fixed Rate Payer: Counterparty
Fixed Amount: USD[ ]
Fixed Rate Payer Payment Date: 27 April 2006
Business Day Convention: Not Applicable
Floating Amounts
Floating Rate Payer: UBS AG
Cap Rate: 5.0 percent per annum
Floating Amount: To be determined in accordance with the
following formula:
Greater of
(1)Calculation Amount * Floating Rate Day
Count Fraction * (Floating Rate Option - Cap
Rate) and (2) 0
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One Month
Spread: None
Floating Rate Day Count 30/360
Fraction:
Floating Rate Payer Period 01 January, 01 February, 01 March, 01 April,
End Dates: 01 May, 01 June, 01 July, 01 August, 01
September, 01 October, 01 November and 01
December, in each year, from and including 01
May 2006, up to and including the Termination
Date, subject to adjustment in accordance with
the Business DayConvention specified
immediately below, and thereshall be No
Adjustment to the Period End Dates.
Floating Rate Payer Payment Delayed Payment shall be applicable. The
Dates: FloatingRate Payer Payment Dates shall be
two Business Days prior to 25 January, 25
February, 25 March, 25 April, 25 May, 25 June,
25 July, 25 August, 25 September, 25 October,
25 November and 25 December, in each year, from
and including 25 May 2006, up to and including
25 April 2009, notwithstanding the specified
Termination Date, subject to adjustment in
accordance with the Business Day Convention
specified immediately below.
Reset Dates: First day of each Calculation Period.
Business Day Convention: Modified Following
Additional Provisions
(i) "Specified Transaction" shall have the meaning specified in Section 14
of the ISDA Form.
(ii) The "Breach of Agreement" provisions of Section 5(a)(ii) of the ISDA
Form will be applicable to UBS AG and inapplicable to the Counterparty.
(iii) The "Credit Support Default" provisions of Section 5(a)(iii) of the ISDA
Form will be inapplicable to UBS AG and the Counterparty.
(iv) The "Misrepresentation" provisions of Section 5(a)(iv) of the ISDA Form
will be inapplicable to UBS AG and the Counterparty.
(v) The "Default Under Specified Transaction" provisions of Section 5(a)(v)
of the ISDA Form will be inapplicable to UBS AG and the Counterparty.
(vi) The "Cross Default" provisions of Section 5(a)(vi) of the ISDA Form will
be inapplicable to UBS AG and the Counterparty.
(vii) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
ISDA Form will be inapplicable to UBS AG and the Counterparty.
(viii) The "Automatic Early Termination" provision of Section 6(a) of the ISDA
Form will be inapplicable to UBS AG and the Counterparty.
(ix) 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; provided, however, that this severability
provision will not be applicable if any provision of Section 2, 5, 6 or
13 (or any definition or provision in Section 14 to the extent it
relates to, or is used in or in connection with, such section) is held
to be invalid or unenforceable, provided, further, that the parties
agree to first use reasonable efforts to amend the affected provisions
of Section 2, 5, 6 or 13 (or any definition or provision in Section 14
to the extent it relates to, or is used in or in connection with, such
section) so as to preserve the original intention 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, 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.
(x) Consent to Recording. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any
and all communications between officers or employees of the parties,
waives any further notice of such monitoring or recording, and agrees to
notify its officers and employees of such monitoring or recording.
(xi) Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT,
ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY, OR ANY TRANSACTION.
EACH PARTY ALSO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT.
(xii) Fully Paid Transaction. Notwithstanding the terms of Sections 5 and
6 of the Agreement, if Counterparty has satisfied all of its payment
obligations under Section 2(a)(i) of the Agreement with respect to
this Transaction, and unless UBS AG is required to return (whether
pursuant to an order of a court with due authority to cause UBS AG
to be required to return any such payment to Counterparty (or any
duly authorized representative thereof) or whether otherwise
pursuant to appropriate proceedings to return to Counterparty (or
any duly authorized representative thereof)) or UBS AG otherwise
returns to Counterparty (or any duly authorized representative
thereof) upon demand of Counterparty (or any duly authorized
representative thereof) any portion of such payment, then: (a) the
occurrence of an event described in Section 5(a) of the Agreement
with respect to Counterparty shall not constitute an Event of
Default or Potential Event of Default with respect to Counterparty
as the Defaulting Party in respect of this Transaction and (b) UBS
AG shall be entitled to designate an Early Termination Date pursuant
to Section 6 of the Agreement in respect of this Transaction only as
a result of a Termination Event set forth in either Section 5(b)(i)
or Section 5(b)(ii) of the Agreement with respect to UBS AG as the
Affected Party or Section 5(b)(iii) of the Agreement with respect to
UBS AG as the Burdened Party. For purposes of the Transaction to
which this Confirmation relates, Counterparty's only obligation
under Section 2(a)(i) of the Agreement is to pay the Fixed Amount on
the Fixed Rate Payer Payment Date, each as defined in this
Confirmation.
(xiii) Governing Law. The parties to this Agreement hereby agree that the law
of the State of New York shall govern their rights and duties in whole
without regard to the conflict of law provisions thereof (other than New
York General Obligations Law Sections 5-1401 and 5-1402).
(xiv) Non-Recourse. Notwithstanding any provision herein or in the ISDA Form
to the contrary, the obligations of Counterparty hereunder are limited
recourse obligations of Counterparty, payable solely from the Trust
Estate (as defined in the Pooling and Servicing Agreement) and the
proceeds thereof to satisfy Counterparty's obligations hereunder. In the
event that the Trust Estate and proceeds thereof should be insufficient
to satisfy all claims outstanding and following the realization of the
Trust Estate and the distribution of the proceeds thereof in accordance
with the Pooling and Servicing Agreement, any claims against or
obligations of Counterparty under the ISDA Form or any other
confirmation thereunder, still outstanding shall be extinguished and
thereafter not revive.
(xv) Set-Off. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all
rights it may have to set off, net, recoup or otherwise withhold or
suspend or condition payment or performance of any obligation between it
and the other party hereunder against any obligation between it and the
other party under any other agreements. The provisions for Set-off set
forth in Section 6(e) of the Agreement shall not apply for purposes of
this Transaction; provided, however, that upon the designation of any
Early Termination Date, in addition to, and not in limitation of any
other right or remedy under applicable law, UBS AG may, by notice to
Counterparty require Counterparty to set off any sum or obligation that
UBS AG owed to Counterparty against any collateral currently held by
Counterparty that UBS AG has posted to Counterparty, and Counterparty
shall effect such setoff promptly, if and to the extent permitted to do
so under applicable law, provided that Counterparty's exercise of this
setoff is not stayed or otherwise delayed by order of any court,
regulatory authority or other governmental agency or any receiver other
person appointed in respect of UBS AG or any of its property.
(xvi) Proceedings. UBS AG covenants and agrees that it will not institute
against or join any other person in instituting against the Counterparty
any bankruptcy, reorganization, arrangement, insolvency, winding up or
liquidation proceedings, or other proceedings under any United States
federal or state law, or other bankruptcy, insolvency, liquidation, or
similar law, in connection with any obligations relating to this
Transaction or otherwise prior to the date that is one year and one day
or, if longer, the applicable preference period after all the
Certificates (as defined below) have been paid in full; provided, that
this paragraph shall not restrict or prohibit UBS AG, after the filing
of any proceeding filed independently of UBS AG, from joining any other
person, including without limitation the Master Servicer, in any
bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or other analogous proceedings relating to Counterparty
under any bankruptcy or similar law.
(xvii) The ISDA Form is hereby amended as follows: for the purposes of this
Transaction, the word "third" shall be replaced by he word "first" in
the third line of Section 5(a)(i) of the ISDA Form; provided, however,
that notwithstanding the foregoing, an Event of Default shall not occur
under either if, as demonstrated to the reasonable satisfaction of the
other party, (a) the failure to pay or deliver is caused by an error or
omission of an administrative or operational nature; and (b) funds or
the relevant instrument were available to such party to enable it to
make the relevant payment or delivery when due; and (c) such relevant
payment is made within the earlier of (a) three Business Days following
receipt of written notice from an the other party of such failure to pay
or (b) 12:00 p.m. Eastern Standard Time on the Distribution Date (as
defined in the Pooling and Servicing Agreement) immediately following
the failure to pay.
(xviii) Multibranch Party. For the purpose of Section 10(c) of the Agreement:
(i) UBS AG is a Multibranch Party and may act through its branches
in any of the following territories or countries: England and
Wales, France, Hong Kong, United States of America, Singapore,
Sweden and Switzerland.
(ii) Counterparty is not a Multibranch Party.
(xix) Offices. Section 10(a) of the ISDA Form shall apply with respect to UBS
AG.
(xx) 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.
(xxi) Event of Default relating to Bankruptcy. Clause (2) of Section 5(a)(vii)
shall not apply to Counterparty.
(xxii) "Affiliate" will have the meaning specified in Section 14 of the ISDA
Form Master Agreement, provided that the Counterparty shall be deemed to
not have any Affiliates for purposes of this Agreement, including for
purposes of Section 6(b)(ii).
(xxiii) Compliance with Regulation AB.
(i) UBS AG agrees and acknowledges that Xxxxx Fargo Asset Securities Corporation
(the "Depositor") is required under Regulation AB under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended (the
"Exchange Act") ("Regulation AB"), to disclose certain financial information
regarding UBS AG, depending on the aggregate "Significance Percentage" (as
defined in Item 1115 of Regulation AB) of all Transactions under this Agreement,
together with any other transactions that fall within the meaning of "derivative
contracts" for the purposes of Item 1115 of Regulation AB between UBS AG and
Counterparty, as calculated from time to time in accordance with the Calculation
Methodology (as defined below).
(ii) It shall be a swap disclosure event ("Swap Disclosure Event") if, on any
Business Day after the date hereof, the Depositor notifies UBS AG the
Significance Percentage has reached one of the thresholds for significance of
derivative contracts set forth in Item 1115 of Regulation AB (based on a
reasonable determination by the Depositor, in good faith and using the
Calculation Methodology, of such Significance Percentage).
(iii) Upon the occurrence of a Swap Disclosure Event, UBS AG, at its own
expense, shall (a) provide to the Depositor the applicable Swap Financial
Disclosure (as defined below), (b) secure another entity to replace UBS AG as
party to this Agreement on terms substantially similar to this Agreement and
subject to prior notification to the Swap Rating Agencies, which entity (or a
guarantor therefor) meets or exceeds the Approved Rating Thresholds (or which
satisfies the Rating Agency Condition) and which entity is able to provide the
appropriate Swap Financial Disclosure or (c) obtain a guaranty of UBS AG's
obligations under this Agreement from an affiliate of UBS AG that is able to
comply with the financial information disclosure requirements of Item 1115 of
Regulation AB, such that disclosure provided in respect of the affiliate will,
in the judgment of counsel to the Depositor, satisfy any disclosure requirements
applicable to the Swap Provider, cause such affiliate to provide Swap Financial
Disclosure and cause such affiliate to provide indemnity for the Swap Financial
Disclosure that is reasonably acceptable to the Depositor. If permitted by
Regulation AB, any required Swap Financial Disclosure may be provided by
reference to or incorporation by reference from reports filed pursuant to the
Exchange Act.
(iv) UBS AG agrees that, in the event that UBS AG provides Swap Financial
Disclosure to the Depositor in accordance with paragraph (iii)(a) above, or
causes its affiliate to provide Swap Financial Disclosure to the Depositor in
accordance with paragraph (iii)(c) above, it will indemnify and hold harmless
the Depositor, its respective directors or officers and any person controlling
the Depositor, from and against any and all losses, claims, damages and
liabilities (any "Damage") caused by any untrue statement or alleged untrue
statement of a material fact contained in such Swap Financial Disclosure or
caused by any omission or alleged omission to state in such Swap Financial
Disclosure 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; provided, however that the foregoing shall not apply to
any Damage caused by the negligence or any willful action of the Depositor or
any other party (other than UBS AG or any of its affiliates or any of their
respective agents), including without limitation any failure to calculate the
Significance Percentage according to the terms of this Agreement or to make any
filing as and when required under Regulation AB.
(v) In the event that UBS AG provides the information referred to above, such
information shall be provided not later than five (5) business days prior to the
date in which the Master Servicer is required to file a Form 10-D for such
Distribution Date.
For the purposes hereof:
"Calculation Methodology" means such method for determining maximum probable
exposure of a derivative contract as reasonably determined by the Depositor.
"Swap Financial Disclosure" means the financial information specified in Item
1115 of Regulation AB relating to the applicable Significance Percentage and
any necessary auditors consents relating to such financial information.
Additional Termination Events:
The following Additional Termination Events will apply to UBS AG:
1. Ratings Event. If a Ratings Event (as defined below) has occurred and UBS AG
has not complied with the requirements set forth in the succeeding paragraph
within the 30 day time period specified therein, then an Additional Termination
Event shall have occurred with respect to UBS AG and UBS AG shall be the sole
Affected Party with respect to such an Additional Termination Event.
Rating Agency Downgrade:
If a Ratings Event occurs with respect to UBS AG, then UBS AG shall, at
its own expense, (i) assign this Transaction hereunder to a third party
within thirty (30) days of such Ratings Event that meets or exceeds, or as
to which any applicable credit support provider meets or exceeds, the
Approved Rating Threshold (as defined below) on terms substantially
similar to this Confirmation or (ii) deliver collateral acceptable in a
form and amount acceptable to Fitch Ratings ("Fitch") and Xxxxx'x
Investors Service Inc. ("Moody's) within thirty (30) days of such Ratings
Event and subject to written confirmation from Fitch and Moody's that
delivery of such collateral in the context of such downgrade will not
result in a withdrawal, qualification or downgrade of the then current
ratings assigned to the Certificates. For the avoidance of doubt, a
downgrade of the rating on Xxxxx Fargo Mortgage Backed Securities 2006-6
Trust, Mortgage Pass-Through Certificates, Series 2006-6, Class I-A-22
(the "Certificates") could occur in the event that UBS AG does not post
sufficient collateral.
For purposes of this Transaction, a "Ratings Event" shall occur with
respect to UBS AG if its long term unsecured debt rating (the "Long Term
Rating") ceases to be rated at xxxxx "X0" by Xxxxx'x Investors Service,
Inc. or at least "A+ by Fitch Ratings (such ratings being referred to as
the "Approved Ratings Threshold"), (unless, within 30 days after such
withdrawal or downgrade Fitch and Moody's have reconfirmed the rating of
the Certificates which were in effect immediately prior to such withdrawal
or downgrade).
2. Swap Disclosure Event. If upon the occurrence of a Swap Disclosure Event (as
defined in paragraph (xxiii) above), UBS AG has not, within 5 business days
after such Swap Disclosure Event complied with any of the provisions set forth
in paragraph (xxiii) above, then an Additional Termination Event shall have
occurred with respect to UBS AG with UBS AG as the sole Affected Party with
respect to such Additional Termination Event.
Transfer, Amendment and Assignment:
No transfer, amendment, waiver, supplement, assignment or other modification of
this Transaction (other than the pledge of this Transaction to the Master
Servicer pursuant to the Pooling and Servicing Agreement) shall be permitted by
either party unless Moody's and Fitch have been provided notice of the same and
confirm in writing (including by facsimile transmission) that they will not
downgrade, qualify, withdraw or otherwise modify its then-current rating of the
Certificates; provided however that except with respect to a transfer at the
direction of UBS, nothing in this provision shall impose any obligation on UBS
to give notice to any rating agency.
Permitted Security Interest:
For purposes of Section 7 of the Agreement, UBS AG hereby consents to the
Permitted Security Interest.
"Permitted Security Interest" means the collateral assignment by the
Counterparty of the Cap Collateral to the Master Servicer pursuant to the
Pooling and Servicing Agreement, and the granting to the Master Servicer of a
security interest in the Cap Collateral pursuant to the Pooling and Servicing
Agreement.
"Cap Collateral" means all right, title and interest of the Counterparty in this
Agreement, each Transaction hereunder, and all present and future amounts
payable by UBS AG to the Counterparty under or in connection with the Agreement
or any Transaction governed by the Agreement, whether or not evidenced by a
Confirmation, including, without limitation, any transfer or termination of any
such Transaction.
Payer Tax Representations
For the purposes of Section 3(e) of the Master Agreement, UBS AG will make the
following representation and Counterparty will not 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
the Master 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 the Master
Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of the Master 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) and the
other party does not deliver a form or document under Section 4(a)(iii) of this
Agreement by reason of material prejudice to its legal or commercial position.
Payee Tax Representations
For the purpose of Section 3(f) of the ISDA Form, UBS AG makes the following
representation:
It is a non-U.S. branch of a foreign 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.
For the purpose of Section 3(f) of the ISDA Form, the Counterparty makes the
following representations:
1. The Counterparty is a New York common law trust and is regarded as a
Real Estate Mortgage Investment Conduit for federal income tax
purposes.
2. It is a "U.S. person" (as that term is used in section
1.1441-4(a)(3)(ii) of the United States Treasury Regulations for United
States federal income tax purposes.
Agreement to Deliver Documents
For purposes of Section 4(a)(i) and (ii) of the ISDA Form, the parties agree to
deliver the following documents as applicable.
Party required Form/Document/ Date by which
to deliver Certificate to be delivered
document
UBS AG and Any form or document Promptly upon
Counterparty required or reasonably reasonable
requested to allow the demand by the
other party to make other party.
payments without any
deduction or
withholding for or on
account of any Tax, or
with such deduction or
withholding at a
reduced rate.
Counterparty One duly executed and Promptly upon
completed U.S. Internal reasonable
Revenue Service Form demand by the
W-9 (or successor other party
thereto)
Party required to Form/Document/ Date by which to Covered by Section
deliver document Certificate be delivered 3(d) Representation
UBS AG Any documents required Upon the Yes
by the receiving party execution and
to evidence the delivery of
authority of the this Agreement
delivering party for it and such
to execute and deliver Confirmation
this Confirmation and to
evidence the authority
of the delivering party
to perform its
obligations under this
Agreement or the
Transaction governed by
this Confirmation
UBS AG A certificate of an Upon the Yes
authorized officer of the execution and
party, as to the delivery of
incumbency and authority this
of the respective Confirmation
officers of the party
signing this Confirmation
UBS AG Opinion of Counsel for No later than No
UBS AG 15 days after
closing
Relationship Between Parties
Each party will be deemed to represent to the other party on the date on which
it enters into this Transaction that (in the absence of a written agreement
between the parties which expressly imposes affirmative obligations to the
contrary for this Transaction):
(a) Non-Reliance. Each party is acting for its own account, and has made its own
independent decisions to enter into this Transaction and this Transaction is
appropriate or proper for it based upon its own judgment and upon advice from
such advisers as it has deemed necessary. Each party 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 explanation relating to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of this Transaction.
(b) Assessment and Understanding. Each party is capable of assessing the merits
of and understands (on its own behalf or through independent professional
advice), and accepts, the terms, conditions and risks of this Transaction. Each
party is also capable of assuming and assumes, the risks of this Transaction.
(c) Status of the Parties. Neither party is acting as a fiduciary for or as an
adviser to the other in respect of this Transaction.
(d) Eligible Contract Participant. Each party constitutes an "eligible contract
participant" as such term is defined in Section 1(a)12 of the Commodity Exchange
Act, as amended.
Master Servicer Capacity. It is expressly understood and agreed by the parties
hereto that insofar as this Confirmation is executed by the Master Servicer (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A., not in
its individual capacity, but solely as Master Servicer with respect to Xxxxx
Fargo Mortgage Backed Securities 2006-6 Trust (the "Trust") under the Pooling
and Servicing Agreement, dated as of April 27, 2006 (the "Pooling and Servicing
Agreement") in the exercise of the powers and authority conferred upon and
vested in it thereunder and pursuant to instruction set forth therein, (ii) each
of the representations, undertakings and agreements herein made on the part of
the Trust is made and intended not as a personal representation, undertaking or
agreement by Xxxxx Fargo Bank, N.A., but is made and intended for the purpose of
binding only the Trust, (iii) nothing herein contained shall be construed as
imposing any liability on Xxxxx Fargo Bank, N.A. individually or personally, to
perform any covenant either express 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 Xxxxx Fargo Bank, N.A. in its individual capacity be
personally liable for the payment of any indebtedness or expenses or be
personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Confirmation or
any other related documents (other than the Master Servicer's express
obligations under the Pooling and Servicing Agreement).
References in this clause to "a party" shall, in the case of UBS AG and where
the context so allows, include references to any affiliate of UBS AG.
Account Details for UBS
AG:
Currency: USD
Correspondent Bank: UBS AG, XXXXXXXX BRANCH
Swift Address: XXXXXX00XXX
Favour: UBS AG LONDON BRANCH
Swift Address: XXXXXX0XXXX
Account No: 101-wa-140007-000
Offices
(a) The office of UBS AG for the Interest Rate Cap Transaction is London; and
The office of Counterparty for the Interest Rate Cap Transaction is:
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Client Manager - WFMBS 2006-6
Telephone: 000.000.0000
Fax: 000.000.0000
Contact Names at UBS AG:
Payment Inquiries Elisa Doctor Email:
XX-XXXXXXXXXX-XXXXX@xxx.xxx
Phone: 000.000.0000
Pre Value Payments: Pre Value Payment 203.719.1110
Investigations:
Post Value Payments: Post Value Payment 203.719.1110
Investigations:
Confirmation Queries: Confirmation Control: 203.719.3373
ISDA Documentation: Credit Risk Management: 212.713.1170
Swift: UBSWGB2L
Fax: 203.719.0274
Address: UBS AG
000 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Address for notices or communications to the Counterparty:
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Corporate Trust Services - WFMBS 2006-6
Payments to Counterparty:
Xxxxx Fargo Bank, NA
San Francisco, CA
ABA #: 000-000-000
Acct #: 0000000000
Acct Name: SAS Clearing
For Further Credit: Interest Rate Cap, Account # 00000000
(For all purposes)
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by executing a copy of this Confirmation and returning it to us
or by sending to us a letter or facsimile substantially similar to this letter,
which letter or facsimile sets forth the material terms of the Transaction to
which this Confirmation relates and indicates your agreement to those terms or
by sending to us a return letter or facsimile in the form attached.
This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.
Yours Faithfully
For and on Behalf of
UBS AG, London Branch
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx X. Xxxxx XX
Name : Xxxx Xxxxxx Name : Xxxx X. Xxxxx XX
Title : Associate Director Title: Director
UBS Operations Operations
Acknowledged and Agreed by Xxxxx Fargo Bank N.A., not individually, but solely
as Master Servicer on behalf of Xxxxx Fargo Mortgage Backed Securities 2006-6
Trust
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
Name : Xxxxxxxx X. Xxxxxxxxxx
Title : Assistant Vice President
UBS AG London Branch, 0 Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX
UBS AG is a member of the London Stock Exchange and is regulated in the UK by
the Financial Services Authority.
Representatives of UBS Limited introduce trades to UBS AG via UBS Limited.
