Execution Copy
Schedule
to the
Master Agreement
dated as of April 28, 2006
between
Credit Suisse International, and Xxxxx Fargo Bank, N.A.,
an unlimited company incorporated not in its individual capacity
under the laws of England and Wales but solely as trust administrator for
("Party A") Adjustable Rate Mortgage Trust 2006-2
("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.
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(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 rating the Certificates (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 long-term credit
rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the
Certificates (the "Counterparty Rating Requirement"), (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 rating the Certificates 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
rating the Certificates. 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.
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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.
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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 to Form/Document/ Date by which to be
deliver document Certificate delivered
Party A U.S. Internal (i) Before the
Revenue Service first Payment Date
Form W-8IMY or any under this
successor forms Agreement, such
thereto 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 to Form/Document/ Date by which to be Covered by Section
deliver document Certificate delivered 3(d) Representation
Party A and Evidence reasonably Upon execution this Yes
Party B satisfactory to the Agreement and, if
other party as to requested, upon
the names, true execution of any
signatures and Confirmation
authority of the
officers or
officials signing
this Agreement or
any Confirmation on
its behalf
Party A A copy of the Upon request, as Yes
annual report for soon as publicly
such party available
containing audited
or certified
financial
statements for the
most recently ended
financial year
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Party A An opinion of Upon execution of No
counsel to such this Agreement
party reasonably
satisfactory in
form and substance
to the other party
covering the
enforceability of
this Agreement
against such party
Party B All opinions of Upon execution of No
counsel to Party B this Agreement
and counsel to the
Servicer, delivered
as of the Closing
Date
Party B Executed copies of Upon execution of No
the Pooling and this Agreement.
Servicing Agreement
and such other
documents as
requested by Party
A.
Party B Monthly Statements, At such times as Yes
as set forth in such Monthly
Section 4.05 of the Statements are
Pooling and required to be
Servicing Agreement delivered to the
Trust Administrator
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.
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Party B Any and all Each (i) the date No
proposed and of distribution to
executed amendments the Certificates or
to the Pooling and (ii) the date of
Servicing Agreement. execution by Party
B, as applicable.
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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: Xxxxx Fargo Bank, N.A., as trust Attention: Client Manager, CSMC ARMT 2006-1
administrator for Adjustable Rate
mortgage Trust 2006-2
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
(For all purposes.)
With copies to:-
Address: Credit Suisse Securities (USA) LLC Attention: Xxxxx Xxxx
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
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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.
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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 Servicer and Special Servicer, Greenpoint Mortgage Funding, Inc., as Servicer and U.S. Bank National
Association, as Trustee, dated as of April 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.
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(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.
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In addition, Party A may transfer this Agreement without the prior consent of the Trust Administrator, on behalf
of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee
of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.
(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) Trust Administrator. It is expressly understood and agreed by the parties hereto that (i) this
Agreement is executed and delivered by Xxxxx Fargo Bank (the Trust Administrator) not individually or personally
but solely as trust administrator for Adjustable Rate Mortgage Trust 2006-2 (the "Trust"), in the exercise of the
powers and authority conferred and vested in it under the PSA, (ii) each of the representations, undertakings and
agreements herein made on the part of the Trust is made and intended not as personal representations,
undertakings and agreements by the Trust Administrator but is made and intended for the purpose of binding only
the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of the Trust
Administrator, individually or personally, 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 the Trust Administrator be personally liable
for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any
other related documents as to all of which recourse shall be had solely to the assets of the Trust in accordance
with the terms of the PSA.
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IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized representatives as of the
date of the Agreement.
CREDIT SUISSE INTERNATIONAL XXXXX FARGO BANK, N.A.,
NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUST ADMINISTRATOR
FOR ADJUSTABLE RATE MORTGAGE
TRUST 2006- 2
By:_________________________________
Name:
Title: By:______________________________________
Name:
Title:
By:_________________________________
Name:
Title:
