Contract
Exhibit
10
SUPPLEMENTAL
AGREEMENT dated as of October 1, 2006 (this “Supplemental Agreement”), to
the Pooling and Servicing Agreement dated as of May 29, 1991, as amended
and restated as of October 5, 2001 (as the same has been amended,
supplemented or otherwise modified, the “Pooling and Servicing Agreement”),
among CITIBANK (SOUTH DAKOTA), NATIONAL
ASSOCIATION,
a
national banking association (“Citibank (South Dakota)”), Seller and Servicer;
CITIBANK (NEVADA), NATIONAL ASSOCIATION (“Citibank (Nevada)”), a national
banking association, Seller; and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee.
W
I T N E
S S E T H:
WHEREAS,
Citibank (South Dakota), Citibank (Nevada) and the Trustee are parties to
the
Pooling and Servicing Agreement;
WHEREAS,
Citibank (Nevada) has merged as of the date hereof with and into Citibank
(South
Dakota), with Citibank (South Dakota) as the surviving entity (the “Merger”);
WHEREAS,
pursuant to Section 7.02(a) of the Pooling and Servicing Agreement, in case
of a
merger of any of the Sellers into any other corporation, if such Seller is
not
the surviving entity, the person which acquires by conveyance or transfer
the
properties and assets of such Seller substantially as an entirety shall
expressly assume, by an agreement executed and delivered to the Trustee,
the
performance of every covenant and obligation of such Seller under the Pooling
and Servicing Agreement, including its obligations under Section 7.04 thereof;
WHEREAS,
as a result of the Merger, Citibank (South Dakota) is assuming, by and under
this Supplemental Agreement, the performance of every covenant and obligation
of
Citibank (Nevada) under the Pooling and Servicing Agreement, including its
obligations under Section 7.04 thereof.
NOW,
THEREFORE, for and in consideration of the mutual agreements herein contained,
each party agrees as follows for the benefit of the other parties, the
Certificateholders and any Series Enhancer to the extent provided herein
and in
any Supplement:
1. Capitalized
Terms.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
2. Assumption
by Citibank (South Dakota).
Citibank (South Dakota) hereby assumes the performance of every covenant
and
obligation of Citibank (Nevada) under the Pooling and Servicing Agreement,
including its obligations under Section 7.04 thereof, and under each
Supplement.
3. Representations
and Warranties.
Citibank
(South Dakota) hereby represents and warrants that:
(a)
It is
a national banking association duly organized and existing under the laws
of the
United States of America.
(b)
This
Supplemental Agreement has been duly authorized, executed and delivered by
Citibank (South Dakota) and is a valid and binding obligation of Citibank
(South
Dakota), enforceable against Citibank (South Dakota) in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally from time to time in effect.
4. Ratification
of Pooling and Servicing Agreement; Supplemental Agreement Part of Pooling
and
Servicing Agreement.
Except
as expressly amended hereby, the Pooling and Servicing Agreement and each
Supplement is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect,
and
this Supplemental Agreement shall form a part of the Pooling and Servicing
Agreement for all purposes.
5. Governing
Law.
THIS
SUPPLEMENTAL AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH,
THE LAWS OF THE STATE OF NEW YORK.
6. Counterparts.
The
parties may sign any number of copies of this Supplemental Agreement. Each
signed copy shall be an original, but all of them together shall represent
the
same agreement. An executed counterpart of this Supplemental Agreement delivered
by fax or other means of electronic transmission shall be deemed to be an
original and shall be as effective for all purposes as delivery of a manually
executed counterpart.
7. Effect
of Headings.
The
section headings herein are for convenience only and shall not affect the
construction of this Supplemental Agreement.
8. The
Trustee.
The
Trustee makes no representation as to the validity, sufficiency or
enforceability of this Supplemental Agreement or any of the recitals,
statements, representations, covenants or agreements contained herein.
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IN
WITNESS WHEREOF, the
parties hereto have caused this Supplemental Agreement to be duly executed
by
their respective officers as of the date first above written.
CITIBANK
(SOUTH DAKOTA), NATIONAL ASSOCIATION
by
/s/
Xxxxxxx X. Xxxxxxxx
_________________________________
Xxxxxxx
X. Xxxxxxxx
Vice
President
CITIBANK
(NEVADA), NATIONAL ASSOCIATION
by
/s/
Xxxxxx X. Xxxxx
_________________________________
Xxxxxx
X.
Xxxxx
Vice
President
DEUTSCHE
BANK TRUST COMPANY AMERICAS
by
/s/
Xxxxx Xxxxxx
_________________________________
Name:
Xxxxx Xxxxxx
Title:
Vice President
by
/s/
Xxxxx Xxxxxxx
_________________________________
Name:
Xxxxx Xxxxxxx
Title:
Vice President
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