ISDA Credit Support Annex Elections between Credit Suisse International and U.S. Bank National Association (as Trustee for Adjustable Rate Mortgage Trust 2006-1)
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This agreement outlines the specific elections and variables for the ISDA Credit Support Annex dated February 28, 2006, between Credit Suisse International and U.S. Bank National Association, acting as Trustee for Adjustable Rate Mortgage Trust 2006-1. It details the types of collateral that can be used, valuation methods, thresholds, and procedures for delivering or returning collateral. The agreement also sets out dispute resolution processes and conditions under which collateral can be substituted, ensuring both parties' obligations are clearly defined for managing credit risk in connection with interest rate cap transactions.
EX-10.8 9 cap-csa_6.htm GROUP 6 INTEREST RATE CAP AGREEMENT ELECTIONS
Elections and Variables to the ISDA Credit Support Annex dated as of February 28, 2006 between Credit Suisse International, and U.S. Bank National Association, an unlimited company incorporated not in its individual capacity under the laws of England and Wales but solely as Trustee on behalf of ("Party A") Adjustable Rate Mortgage Trust 2006-1 under the Pooling and Servicing Agreement ("Party B") Paragraph 13. (a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes the following additional obligations: With respect to Party A: None. With respect to Party B: None. (b) Credit Support Obligations. (i) Delivery Amount, Return Amount and Credit Support Amount. (A) "Delivery Amount" has the meaning specified in Paragraph 3(a). (B) "Return Amount" has the meaning specified in Paragraph 3(b). (C) "Credit Support Amount" has the meaning specified in Paragraph 3. (ii) Eligible Collateral. On any date, the following items will qualify as "Eligible Collateral" for each party: Valuation Percentage (A) Cash 100% (B) negotiable debt obligations issued after 100% 18 July 1984 by the U.S. Treasury Department having a residual on such date of less than 1 year (C) negotiable debt obligations issued after 97% 18 July 1984 by the U.S. Treasury Department having a residual maturity on such date equal to or greater than 1 year but less than 5 years (D) negotiable debt obligations issued after 95% 18 July 1984 by the U.S. Treasury Department having a residual maturity on such date equal to or greater than 5 years but less than 10 years (E) (1) Agency Securities having a remaining 97% stated maturity of up to ten years from the Valuation Date. "Agency Securities" means unsecured, unsubordinated negotiable debt obligations issued by the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, or the Federal Home Loan Banks, but excluding Interest-only and principal-only securities. (2) Agency Securities having a remaining stated maturity of greater than ten years, 96% but not more than 30 years, from the Valuation Date. (F) In respect of a party, such other assets Such as the other party may from time to time percentage specify in writing as qualifying as as shall, Eligible Collateral for the purpose of from time to this Annex (provided that any such assets time, be shall cease to qualify as Eligible specified by Collateral if such other party the other subsequently specifies in writing that party as they shall no longer qualify as Eligible applying to Collateral). For the avoidance of doubt such there are no other assets which, as of the Eligible date of this Annex, qualify as Eligible Collateral. Collateral for either party. (iii) Other Eligible Support. With respect to a party, such Other Eligible Support as the other party may from time to time specify in writing as qualifying as "Other Eligible Support" and for the avoidance of doubt there are no items which qualify as Other Eligible Support for either party as of the date of this Annex. (iv) Thresholds. (A) "Independent Amount" means with respect to Party A and Party B: Zero. (B) "Threshold" means with respect to Party A: Infinity; provided, if Party A's long-term credit rating falls below A (or its equivalent) from all three of the Rating Agencies (as defined in the Schedule), then the Threshold with respect to Party A shall be zero. "Threshold" means with respect to Party B: Infinity (C) "Minimum Transfer Amount" means with respect to Party A:$250,000. "Minimum Transfer Amount" means with respect to Party B:$250,000. (D) Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of $10,000. (c) Valuation and Timing. (i) "Valuation Agent" means, for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3; for the purposes of Paragraph 4(d)(ii), the Secured Party receiving the Substitute Credit Support; and, for purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable provided that where there has occurred and is continuing an Event of Default, Potential Event of Default or Specified Condition in respect of such party it shall not be a Valuation Agent and the other party shall be the Valuation Agent. (ii) "Valuation Date" means the first day of each calendar week that is a Local Business Day which, if treated as a Valuation Date, would result in a Delivery Amount or Return Amount; or such other Local Business Day that either party may elect to designate a Valuation Date by notice to the Valuation Agent. (iii) "Valuation Time" means the close of business in the city of the Valuation Agent on the Local Business Day before the Valuation Date or date of calculation, as applicable, provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date. (iv) "Notification Time" means 4:00 p.m., London time, on a Local Business Day. (d) Conditions Precedent and Secured Party's Rights and Remedies. (i) Subject to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of this Annex the following events will each be a "Specified Condition" for the party specified (that party being the Affected Party if the event occurs with respect to that party): Party Party A B - Illegality X X - Credit Event Upon Merger X X - Additional Termination Event(s): An event which, with the giving of X X notice or the passage of time, or both, would constitute one or more of the foregoing events (ii) For the purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the words "Specified Condition" shall be deleted and the words "Termination Event" shall be substituted therefor and provided further that for the purposes of Paragraph 8(b) the words "or been designated" shall be deleted in their entirety; (iii) For the purposes of sub-Paragraph 8(a)(1) the words "Specified Condition" shall be deleted in their entirety. (e) Substitution. (i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii). (ii) Consent. The Pledgor must obtain the Secured Party's prior consent to any substitution pursuant to Paragraph 4(d) and shall give to the Secured Party not less than two (2) Local Business Days notice thereof specifying the items of Posted Credit Support intended for substitution. (iii) Return Procedure. In Paragraph 4(d)(ii) the words "not later than the Local Business Day following" shall be deleted and replaced with the words "as soon as practical after". (f) Dispute Resolution. (i) "Resolution Time" means 4:00 p.m. London time on the Local Business Day following the date on which the notice of the dispute is given under Paragraph 5. (ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible Collateral and Posted Collateral will be calculated as follows: (A) with respect to any Cash; the amount thereof; (B) with respect to any Eligible Collateral comprising securities; the sum of (a)(x) the last mid-market price on such date for such securities on the principal national securities exchange on which such securities are listed, multiplied by the applicable Valuation Percentage or (y) where any such securities are not listed on a national securities exchange, the mid-market price for such securities quoted as at the close of business on such date by any principal market maker for such securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage or (z) if no such bid price is listed or quoted for such date, the last mid-market price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available; multiplied by the applicable Valuation Percentage; plus (b) the accrued interest on such securities (except to the extent that such interest shall have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price referred to in subparagraph (a) above) as of such date; and (C) with respect to any Eligible Collateral other than Cash and securities; the fair market value of such Eligible Collateral on such date, as determined in any reasonable manner chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage. (iii) Alternative. The provisions of Paragraph 5 will apply provided that the obligation of the appropriate party to deliver the undisputed amount to the other party will not arise prior to the time that would otherwise have applied to the Transfer pursuant to, or deemed made, under Paragraph 3 if no dispute had arisen. (g) Holding and Using Posted Collateral. (i) Eligibility to Hold Posted Collateral; Custodians: Party A: Not applicable Party B or its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that (1) whichever of Party B or its Custodian that is holding Posted Collateral, shall at all times have a long term debt or deposit rating of at least A from Standard & Poor's Ratings Services, a division of McGraw-Hill Inc. and at least A2 from Moody's Investors Service, Inc. (or their respective successors) and have net capital in excess of US$500 million; (2) the Custodian for Party B shall first be approved by Party A and shall be an account holder in the U.S. Federal Reserve System; and (3) Party B is not a Defaulting Party. (h) Distributions and Interest Amount. (i) Interest Rate. The "Interest Rate" will be, the effective rate for Federal Funds, as published on Telerate Page 118, provided that if, for any reason, Telerate Page 118 should be unavailable the Interest Rate shall be such rate as the Secured Party shall reasonably determine. (ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the second Local Business Day following the end of each calendar month, to the extent that a Delivery Amount would not be created or increased by that transfer in which event such Interest Amount will be retained by the Secured Party, and on any Local Business Day on which all Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b). (iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply and for the purposes of calculating the Interest Amount the amount of interest calculated for each day of the Interest Period shall be compounded daily. (i) Additional Representation(s). There are no additional representations by either party. (j) Other Eligible Support and Other Posted Support. (i) "Value" with respect to Other Eligible Support and Other Posted Support shall have such meaning as the parties shall agree in writing from time to time. (ii) "Transfer" with respect to Other Eligible Support and Other Posted Support shall have such meaning as the parties shall agree in writing from time to time. (k) Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Addresses for Notices Section of this Agreement, save that any demand, specification or notice: (i) shall be given to or made at the following addresses: If to Party A: Address: One Cabot Square London E14 4QJ England. Telephone: 44 20 7883 5324 Facsimile: 44 20 7883 7987 Attention: Collateral Management Unit or at such other address as the relevant party may from time to time designate by giving notice (in accordance with the terms of this paragraph) to the other party; (ii) shall (unless otherwise stated in this Annex) be deemed to be effective at the time such notice is actually received unless such notice is received on a day which is not a Local Business Day or after the Notification Time on any Local Business Day in which event such notice shall be deemed to be effective on the next succeeding Local Business Day. (l) Address for Transfers. Party A: To be notified to Party B by Party A at the time of the request for the Transfer. Party B: Wells Fargo Bank, NA San Francisco, CA ABA 121-000-248 Account Number: 3970771416 Account Name: Corporate Trust Clearing FFC: 50894602, ARMT 2006-1 Group 6 Interest Rate Cap Account (m) Other Provisions. (i) Additional Definitions. As used in this Annex: "Equivalent Collateral" means, with respect to any security constituting Posted Collateral, a security of the same issuer and, as applicable, representing or having the same class, series, maturity, interest rate, principal amount or liquidation value and such other provisions as are necessary for that security and the security constituting Posted Collateral to be treated as equivalent in the market for such securities; "Local Business Day" means: (i) any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London, and (ii) in relation to a Transfer of Eligible Collateral, a day on which the clearance system agreed between the parties for the delivery of Eligible Collateral is open for acceptance and execution of settlement instructions (or in the case of a Transfer of Cash or other Eligible Collateral for which delivery is contemplated by other means, a day on which commercial banks are open for business (including dealings for foreign exchange and foreign deposits) in New York and such other places as the parties shall agree); (ii) Transfer Timing (a) Paragraph 4(b) shall be deleted and replaced in its entirety by the following paragraph: "Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter; if a demand is made after the Notification Time then the relevant Transfer will be made not later than the close of business on the third Local Business Day thereafter." (b) Paragraph 6(d)(1) shall be amended so that the reference therein to "the following Local Business Day" shall be replaced by reference to "the second Local Business Day thereafter". (iii) Events of Default Paragraph 7 shall be amended so that the references in Paragraph 7(i), Paragraph 7(ii) and Paragraph 7(iii) to "two Local Business Days", "five Local Business Days" and "thirty days" respectively, shall instead be replaced by "one Local Business Day", "three Local Business Days" and "three Local Business Days" respectively. (iv) Holding Collateral. The Secured Party shall cause any Custodian appointed hereunder to open and maintain a segregated account and to hold, record and identify all the Posted Collateral in such segregated account and, subject to Paragraphs 6(c) and 8(a), such Posted Collateral shall at all times be and remain the property of the Pledgor and shall at no time constitute the property of, or be commingled with the property of, the Secured Party or the Custodian. IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. CREDIT SUISSE INTERNATIONAL U.S. BANK NATIONAL ASSOCATION, not in its individual capacity, but solely as Trustee on behalf of Adjustable Rate Mortgage Trust 2006-1 under the Pooling and Servicing Agreement By:__________________________ By:____________________________ Name: Name: Title: Title: By:_________________________ Name: Title: