Exhibit 10.4
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
[Included in Exhibit 10.3 to the Current Report on Form 8-K pursuant to
which this Pooling and Servicing Agreement is filed]
Schedule
to the
Master Agreement
dated as of July 28, 2006
[Included in Exhibit 10.3 to the Current Report on Form 8-K pursuant to
which this Pooling and Servicing Agreement is filed]
[CREDIT SUISSE LOGO] CREDIT SUISSE INTERNATIONAL
Xxx Xxxxx Xxxxxx, Telephone 000 0000 0000
London E14 4QJ xxx.xxxxxx-xxxxxx.xxx
Facsimile Cover Sheet
To: Xxxxx Fargo Bank, N.A., not in its
individual capacity, but solely as Master
Servicer, on behalf of the Xxxxx Fargo
Mortgage Backed Securities 2006-10 Trust
Attention: Xxxxxxxx Xxxxx, XXXX Xxxxxxxx
Fax number: To be hand delivered by Xxxxxxxx Xxxxx
Date: 28 July 2006
Pages (including cover page): 6
Our Reference No: External ID: 53137826N3 / Risk ID: 447505553
Credit Suisse International has entered into a transaction with you as attached.
Please find attached a letter agreement (the "Confirmation") which confirms the
terms and conditions of the above transaction.
If you agree with the terms specified therein, please arrange for the
Confirmation to be signed by your authorised signatories and return a signed
copy to this office to the facsimile listed below.
For Interest Rate Products: For Equity Derivatives:
Telephone Numbers: (000) 000-0000 Telephone numbers: (000) 000-0000 /
(000) 000-0000 /
(000) 000-0000
Facsimile number: (000) 000-0000 Facsimile number: (000) 000-0000
Email: xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx
For Credit Derivatives:
Telephone Numbers: (000) 000-0000
Facsimile number: (000) 000-0000
Email: xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx
We are delighted to have entered into this transaction with you.
CONFIDENTIALITY NOTICE: This facsimile is intended only for the use of the
individual or entity to which it is addressed and may contain information which
is privileged and confidential. If the reader of this message is not the
intended recipient or an employee or agent responsible for delivering the
message to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please notify us
immediately by telephone and return the original message to us by mail. Thank
you.
Registered Office as above
Registered with unlimited liability in England under No. 2500199
Authorised and Regulated by the Financial Services Authority
VAT No: GB 447 0737 41
[CREDIT SUISSE LOGO] CREDIT SUISSE INTERNATIONAL
Xxx Xxxxx Xxxxxx, Telephone 000 0000 0000
London E14 4QJ xxx.xxxxxx-xxxxxx.xxx
28 July 2006
Xxxxx Fargo Bank, N.A., not in its individual capacity, but solely as Master
Servicer, on behalf of the Trust created under the Pooling and Servicing
Agreement in respect of the Xxxxx Fargo Mortgage Backed Securities 2006-10 Trust
(the "Xxxxx Fargo Mortgage Backed Securities 2006-10 Trust")
External ID: 53137826N3
--------------------------------------------------------------------------------
Dear Sirs,
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Swap Transaction entered into between us on the
Trade Date specified below (the "Swap Transaction"). This Confirmation
constitutes a "Confirmation" as referred to in the Agreement specified below.
In this Confirmation "CSIN" means Credit Suisse International and "Counterparty"
means Xxxxx Fargo Bank, N.A., not in its individual capacity, but solely as
Master Servicer, on behalf of the Xxxxx Fargo Mortgage Backed Securities 2006-10
Trust.
1. The definitions and provisions 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 those definitions and provisions
and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the
1992 ISDA Master Agreement dated as of 28 July 2006 as amended and
supplemented from time to time (the "Agreement"), between you and
us. All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.
CSIN and Counterparty each represents to the other that it has
entered into this Swap 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.
2. The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Transaction Type: Rate Cap Transaction
Notional Amount: USD 15,000,000, subject to
amortization as set out in the
Additional Terms
Trade Date: 19 July 2006
Effective Date: 28 July 2006
Termination Date: 01 July 2009
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Amount: USD [___]
Fixed Rate Payer
Payment Date: 28 July 2006
Floating Amounts:
Floating Amount Payer: CSIN
Floating Rate Payer Period
End Dates: The 1st of each month,
commencing on 01 August 2006,
and ending on the Termination
Date, inclusive, subject to No
Adjustment to Period End Dates
Floating Rate Payer
Payment Dates: One Business Day prior to 25th
of each month, commencing on 24
August 2006 through and
including one Business Day prior
to 25 July 2009. Notwithstanding
Section 4.9(a) of the ISDA
Definitions, the final Floating
Rate Payer Payment Date will
occur after the Termination Date
Cap Strike Rate: 5.06%
Initial Calculation Period: From and including 01 July 2006
up to but excluding 01 August
2006
Floating Rate Option: USD-LIBOR-BBA in respect of each
Calculation Period after the
Initial Calculation Period and
5.34625% in respect of the
Initial Calculation Period
Designated Maturity: 1 month
Spread: None
Floating Rate Day Count
Fraction: 30/360
Reset Dates: The first day of each
Calculation Period
Compounding: Inapplicable
Business Days: New York
Calculation Agent: CSIN
3. Account Details:
Payments to CSIN: As advised separately in writing
Payments to Counterparty: Xxxxx Fargo N.A.
ABA: 000-000-000
Account Number: SAS Clearing
Account Name: 3970771416
FFC: 50936602
For the purpose of facilitating this Transaction, an Affiliate of CSIN, which is
organized in the United States of America (the "Agent"), has acted as agent for
CSIN. The Agent is not a principal with respect to this Transaction and shall
have no responsibility or liability to the parties as a principal with respect
to this Transaction.
Credit Suisse International is authorized and regulated by the Financial
Services Authority and has entered into this transaction as principal. The time
at which the above transaction was executed will be notified to Counterparty on
request.
ADDITIONAL TERMS
Calculation Period
up to but excluding
the Period End Date
scheduled to occur on: Notional Amount:
-------------------------------------------
01-August-2006 USD 15,000,000.00
01-September-2006 USD 14,991,530.00
01-October-2006 USD 14,982,428.90
01-November-2006 USD 14,972,693.54
01-December-2006 USD 14,962,320.76
01-January-2007 USD 14,951,307.37
01-February-2007 USD 14,939,650.15
01-March-2007 USD 14,927,345.90
01-April-2007 USD 14,914,391.38
01-May-2007 USD 14,900,783.34
01-June-2007 USD 14,886,518.51
01-July-2007 USD 14,871,593.60
01-August-2007 USD 14,856,005.32
01-September-2007 USD 14,839,750.34
01-October-2007 USD 14,822,825.35
01-November-2007 USD 14,805,226.97
01-December-2007 USD 14,786,951.86
01-January-2008 USD 14,767,996.62
01-February-2008 USD 14,748,357.85
01-March-2008 USD 14,728,032.14
01-April-2008 USD 14,707,016.05
01-May-2008 USD 14,685,306.13
01-June-2008 USD 14,662,898.91
01-July-2008 USD 14,639,790.90
01-August-2008 USD 14,615,978.61
01-September-2008 USD 14,591,458.50
01-October-2008 USD 14,566,227.05
01-November-2008 USD 14,540,280.68
01-December-2008 USD 14,513,615.83
01-January-2009 USD 14,486,228.91
01-February-2009 USD 14,458,116.31
01-March-2009 USD 14,429,274.39
01-April-2009 USD 14,399,699.51
01-May-2009 USD 14,369,388.01
01-June-2009 USD 14,338,336.20
01-July-2009 USD 14,306,540.38
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
Yours faithfully,
Credit Suisse International
By:/s/ Xxxxx X. Xxxxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Authorized Signatory
Confirmed as of the date first written above:
Xxxxx Fargo Bank, N.A., not in its individual capacity, but solely as Master
Servicer, on behalf of the Xxxxx Fargo Mortgage Backed Securities 2006-10 Trust
By:/s/ Xxxxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
Our Reference No: External ID: 53137826N3 / Risk ID: 447505553
