EXHIBIT 99.3
------------
EXECUTION COPY
Schedule
to the
Master Agreement
dated as of July 28, 2006
between
Credit Suisse International, and The Bank of New York, not in its individual or
an unlimited company incorporated corporate capacity, but solely as trustee for the
under the laws of England and Wales Supplemental Interest Trust created under the
("Party A") Pooling and Servicing Agreement for CHL Mortgage
Pass-Through Trust 2006-13
("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 not apply to Party A or Party B.
Section 5(a)(iii) (Credit Support Default) will not apply to Party A
or Party B.
Section 5(a)(iv) (Misrepresentation) will not apply to Party A or 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 not apply to Party A or Party B.
Section 5(a)(vii) (Bankruptcy) will apply to Party A and will not 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) will apply to both Party A and Party B. The
'Credit Event upon Merger" provision of Section 5(b)(iv) will not apply to
Party A and will not apply to Party B.
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(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.
An Additional Termination Event with respect to Party A as the sole
Affected Party:-
Failure to Deliver Information. Party A has failed to comply with the
requirements of Section 2(c) of the Regulation AB Agreement (as defined
in Part 5 below).
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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 request Yes
Party B satisfactory to the
other party as to
the names, true
signatures and
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
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Party required to Form/Document/ Date by which to be
deliver document Certificate delivered
such party available
containing audited
or certified
financial
statements for the
most recently ended
financial year
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
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Part 4
Miscellaneous
(a) Addresses for Notices. For the purpose of Section 12(a):
(i) (1) Address for notices or communications to Party A:
Notwithstanding section 12 (a) of the Agreement all notices including those to
be given under Section 5 or 6 may be given by facsimile transmission or
electronic messaging system.
Address: One Cabot Square Attention: (1) Head of Credit Risk Management;
Xxxxxx X00 0XX (2) Managing Director -
England Operations Department;
(3) Managing Director - Legal
Department
Telex No.: 264521 Answerback: CSFBI G
(For all purposes.)
(2) For the purpose of facsimile notices or communications under this
Agreement:-
Facsimile No.: x00 000 0000 0000
Attention: General Counsel Europe - Legal and Compliance Department
Telephone number for oral confirmation of receipt of facsimile in
legible form: x00 000 0000 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: The Bank of New York
000 Xxxxxxx Xxxxxx-0X
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust MBS Administration, CWMBS, Series 2006-13
Telephone No.: 000-000-0000 Facsimile No.: 000-000-0000
(For all purposes.)
with a copy to:
Address: Credit Suisse Management LLC
00
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxx
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; provided however,
that if an Event of Default occurs with respect to Party A, then Party B shall
be entitled to appoint a financial institution, that would qualify as a
Reference Market-maker to act as Calculation Agent.
(f) Credit Support Document. None
(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 and, to the fullest extent permitted
by applicable law, all matters arising out of or relating in any way to
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. Each party hereby submits to the jurisdiction of the Courts of
the State of New York.
(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. References to the "Pooling and Servicing
Agreement" are to the pooling and servicing agreement dated as of July 1, 2006
among CWMBS, Inc., as depositor, Countrywide Home Loans, Inc., as a seller,
Park Granada LLC, as a seller, Park Monaco Inc., as a seller, Park Sienna LLC,
as a seller, Countrywide Home Loans Servicing LP, as master servicer, and The
Bank of New York, as trustee.
(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. It 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."
(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) 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.
(f) 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.
(g) 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
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(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.
(h) 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.
(i) 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.
(j) 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.
(k) Set-off. Without affecting the provisions of this Agreement requiring the
calculation of certain net payment amounts, all payments under this Agreement
will be made without set-off or counterclaim.
(l) Limitation on Events of Default. Notwithstanding the terms of Sections 5
and 6 of this Agreement, if at any time and so long as Party B has satisfied
in full all its payment obligations under Section 2(a)(i) of this Agreement
and has at the time no future payment obligations, whether absolute or
contingent, under such Section, then unless Party A is required pursuant to
appropriate proceedings to return to Party B or otherwise returns to Party B
upon demand of Party B any portion of such payment, (a) the occurrence of an
event described in Section 5(a) of this Agreement with respect to Party B
shall not constitute an Event of Default or Potential Event of Default with
respect to Party B as Defaulting Party and (b) Party A shall be entitled to
designate an Early Termination Date pursuant to Section 6 of this Agreement
only as a result of the occurrence of a Termination Event as set forth in
either Section 5(b)(i) or 5(b)(ii) of this Agreement with respect to Party A
as the Affected Party or Section 5(b)(iii) of this Agreement with respect to
Party A as the Burdened Party.
(m) Limitation on Liability. It is expressly understood and agreed by the
parties hereto that: (a) The Bank of New York ("BNY") is entering into this
Agreement solely in its capacity as trustee under the Pooling and Servicing
Agreement, and (b) in no case shall BNY (or any person acting as successor
trustee under the Pooling and Servicing Agreement) be personally liable for or
on account of any of the statements, representations, warranties, covenants or
obligations stated to be those of Party B under the terms of this Agreement,
all such liability, if any, being expressly waived by Party A and any person
claiming by, through or under Party A.
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(n) Regulation AB Compliance. Party A and Party B agree that the terms of the
Item 1115 Agreement dated as of July 25, 2006 (the "Item 1115 Agreement"),
between Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc.,
CWHEQ, Inc. and Credit Suisse International shall be incorporated by reference
into this Agreement so that Party B shall be an express third party
beneficiary of the Item 1115 Agreement. The Item 1115 Agreement is attached
hereto as Exhibit A.
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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 THE BANK OF NEW YORK, NOT IN ITS INDIVIDUAL OR
CORPORATE CAPACITY, BUT SOLELY AS TRUSTEE FOR
THE SUPPLEMENTAL INTEREST TRUST CREATED
UNDER THE POOLING AND SERVICING AGREEMENT
FOR CHL MORTGAGE PASS-THROUGH TRUST 2006-13
By:/s/ Xxxxxx Xxxx By:/s/ Xxxxxxxx Xxxxxxxxxxx
----------------------------------- ---------------------------------
Name: Xxxxxx Xxxx Name: Xxxxxxxx Xxxxxxxxxxx
Title: Authorised Signatory Title: Vice President
Date: Date:
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Authorised Signatory
Date:
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