Rate Swap Transaction Re: ABN AMRO Bank N.V. Reference No. 3432979
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21
Dated:
September 6, 2006
Re:
ABN
AMRO Bank N.V. Reference No. 0000000
Ladies
and Gentlemen:
The
purpose of this letter agreement (“Agreement”) is to confirm the terms and
conditions of the Rate Swap Transaction entered into on the Trade Date specified
below (the “Transaction”) between ABN AMRO Bank N.V. (“ABN AMRO”), and the
Supplemental Interest Trust of First Franklin Mortgage Loan Trust 2006-FF11
(the
“Counterparty”), as represented by Xxxxx Fargo Bank, N.A. not in its individual
capacity, but solely as securities administrator ( the “Securities
Administrator”) of the Supplemental Interest Trust created pursuant to a Pooling
and Servicing Agreement, dated and effective August 1, 2006, among HSI Asset
Securitization Corporation, as depositor (the “Depositor”), the Securities
Administrator, Xxxxx Fargo Bank, N.A. in the additional capacities of servicer,
master servicer and custodian, First Franklin Financial Corporation, as mortgage
loan seller, and Deutsche Bank National Trust Company, as trustee (the “Pooling
and Servicing Agreement”). This Agreement, which evidences a complete and
binding agreement between you and us to enter into the Transaction on the terms
set forth below, constitutes a “Confirmation” as referred to in the “ISDA Form
Master Agreement” (as defined below), as well as a “Schedule” as referred to in
the ISDA Form Master Agreement.
1.
This
Agreement is subject to the 2000
ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”) but,
rather, an ISDA Form Master Agreement, as modified by the Schedule terms in
Section 4 of this Confirmation (the “Master Agreement”), shall be deemed to have
been executed by you and us on the date we entered into the Transaction. In
the
event of any inconsistency between the provisions of this Agreement and the
Definitions or the ISDA Form Master Agreement, this Agreement shall prevail
for
purposes of the Transaction. Terms
capitalized but not defined herein shall have the meaning attributed to them
in
the Pooling and Servicing Agreement.
2.
The
terms of the particular Transaction to which this Confirmation relates are
as
follows:
|
Type
of Transaction:
|
Rate
Swap
|
|
|
Notional
Amount:
|
With
respect to any Calculation Period the amount set forth for
such period on Schedule I attached hereto.
|
|
|
Trade
Date:
|
August
18, 2006
|
|
|
Effective
Date:
|
September
25, 2006
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Termination
Date:
|
March
25, 2010
|
|
|
Fixed
Amounts:
|
||
|
Fixed
Rate Payer:
|
Counterparty
|
|
|
Fixed
Rate:
|
5.35%
|
|
|
Fixed
Rate Payer
|
||
|
Period
End Dates:
|
The
25th
calendar
day of each month during the Term of this
Transaction, commencing October 25, 2006 and ending
on the Termination Date, with no Adjustment.
|
|
|
Fixed
Rate Payer
|
||
|
Payment
Date:
|
Early
Payment shall be applicable. The Fixed Rate Payer Payment
Date shall be one (1) Business Day preceding each
Fixed Rate Payer Period End Date.
|
|
|
Fixed
Rate Day
|
||
|
Count
Fraction:
|
30/360
|
|
|
Floating
Amounts:
|
||
|
Floating
Rate Payer:
|
ABN
AMRO
|
|
|
Floating
Rate Payer
|
||
|
Period
End Dates:
|
The
25th
calendar
day of each month during the Term of this
Transaction, commencing October 25, 2006 and ending
on the Termination Date, subject to adjustment in accordance
with the Following Business Day Convention.
|
|
|
Floating
Rate Payer
|
||
|
Payment
Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer
Payment Date shall be one (1) Business Day preceding
each Floating Rate Payer Period End Date.
|
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA;
provided
however,
the Relevant Rate for
the initial Calculation Period shall be determined on September
21, 2006.
|
|
|
Designated
Maturity:
|
One
month
|
|
|
Floating
Rate Day
|
||
|
Count
Fraction:
|
Actual/360
|
|
|
Reset
Dates:
|
The
first day of each Calculation
Period
|
|
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Compounding:
|
Inapplicable
|
|
|
Other
Terms:
|
||
|
Business
Days:
|
Any
day other than (i) a Saturday or Sunday, or (ii) a day on which banking
institutions in the states of New York, Maryland or Minnesota are
closed.
|
|
|
Business
Day Convention:
|
Following
|
|
|
Offices:
|
The
Office of ABN AMRO for this Transaction is London.
|
|
|
Calculation
Agent:
|
ABN
AMRO
|
|
3.
Additional
Provisions:
(a)
Transfer,
Amendment and Assignment.
No
transfer, amendment, waiver, supplement, assignment or other modification of
this Transaction shall be permitted by either party unless each of Standard
& Poor’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc
(“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch Ratings
(“Fitch”), has been provided notice of the same and confirms in writing
(including by facsimile transmission) within five Business Days after such
notice is given that it will not downgrade, qualify, withdraw or otherwise
modify its then-current rating of any of the Class I-A-1, Class I-A-2, Class
II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class
M-10 Certificates (collectively, the “Certificates”).
4.
Provisions Deemed Incorporated in a Schedule to the Master Agreement:
| 1) |
The
parties agree that subparagraph (ii) of
Section 2(c) of
the ISDA Form Master Agreement will apply to any
Transaction.
|
|
2)
|
Termination
Provisions.
Subject to the provisions of paragraph 12 below, for purposes of
the ISDA
Form Master Agreement:
|
|
(a)
|
“Specified
Entity” is not applicable to ABN AMRO or Counterparty for any
purpose.
|
| (b) |
“Breach
of Agreement” provisions of Section 5(a)(ii) will
not apply to ABN AMRO or
Counterparty.
|
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| (c) |
“Credit
Support Default” provisions of Section 5(a)(iii) will
not apply to ABN AMRO or Counterparty.
|
| (d) |
“Misrepresentation”
provisions of Section 5(a)(iv) will
not apply to ABN AMRO or Counterparty.
|
| (e) |
“Default
under Specified Transaction” is not applicable to ABN AMRO or Counterparty
for any purpose, and, accordingly, Section 5(a)(v) shall
not apply to ABN AMRO or Counterparty.
|
| (f) |
The
“Cross Default” provisions of Section 5(a)(vi) will
not apply to ABN AMRO or to Counterparty.
|
| (g) |
The
“Bankruptcy” provisions of Section 5(a)(vii)(2) will
not apply to Counterparty.
|
| (h) |
The
“Credit Event Upon Merger” provisions of Section 5(b)(iv) will
not apply to ABN AMRO or Counterparty.
|
| (i) |
The
“Automatic Early Termination” provision of Section 6(a) will
not apply to ABN AMRO or to Counterparty.
|
| (j) |
Payments
on Early Termination. For the purpose of Section 6(e):
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
|
|
(k)
|
“Termination
Currency” means United States
Dollars.
|
3)
Tax
Representations.
Payer
Representations.
For the
purpose of Section 3(e) of the ISDA Form Master Agreement, ABN AMRO and
Counterparty make the following representations:
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) of the ISDA Form Master
Agreement) 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 representations made by the other party pursuant to Section
3(f)
of the ISDA Form Master Agreement;
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(ii)
the
satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) of
the
ISDA Form Master Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii) of the
ISDA Form Master Agreement; and
(iii)
the
satisfaction of the agreement of the other party contained in Section 4(d)
of
the ISDA Form Master Agreement, 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) thereof by reason of
material prejudice of its legal or commercial position.
Payee
Representations.
For the
purpose of Section 3(f) of the ISDA Form Master Agreement, ABN AMRO and
Counterparty make the following representations.
The
following representation will apply to ABN AMRO:
(i)
It is
a resident of The Netherlands for the purpose of the application of the existing
tax treaties between The Netherlands and those countries where offices of the
Counterparty are located.
(ii)
With
respect to its non-U.S. branches, it is fully eligible for the benefits of
the
“Business Profits” or “Industrial and Commercial Profits” provision, as the case
may be, the “Interest” provision or the “Other Income” provision (if any) of the
“Specified Treaty” with respect to any payment described in such provisions and
received or to be received by it in connection with this Agreement and no such
payment is attributable to a trade or business carried on by it through a
permanent establishment in the Specified jurisdiction. With respect to ABN
AMRO,
“Specified Treaty” means the income tax treaty between the United States and The
Netherlands; “Specified Jurisdiction” means the United States.
(iii)
With respect to its U.S. branches, each payment received or to be received
by it
in connection with this Agreement will be effectively connected with its conduct
of a trade or business in the United States.
The
following representation will apply to the Counterparty:
(i)
Xxxxx
Fargo Bank, N.A., as Securities Administrator of the Supplemental Interest
Trust, is acting on behalf of the Counterparty pursuant to the Pooling and
Servicing Agreement.
(ii)
The
beneficial owner of payments made to it under this Agreement is a “U.S. person”
(as that term is used in section 1.1441 -4(a)(3)(ii) of United States Treasury
Regulations) for United States federal income tax purposes.
4)
Documents to be delivered. For the purpose of Section 4(a) of the ISDA Form
Master Agreement:
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(a)
Tax
forms, documents or certificates to be delivered are:
|
Party
required
to
deliver
document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d)
Representation
|
|||
|
ABN
AMRO and Counterparty
|
Any
document required
or reasonably requested
to allow the other
party to make payments
under this Agreement
without any
deduction or withholding
for or on the
account of any tax.
|
Upon
the execution and
delivery of this Agreement
|
Yes
|
(b)
Other
documents to be delivered are:
|
ABN
AMRO
|
A
certificate of an authorized
officer of the party,
as to the incumbency
and authority
of the respective
officers of the
party signing this Agreement,
any relevant
Credit Support Document,
or any Confirmation,
as the case
may be
|
Upon
the execution and
delivery of this Agreement
|
Yes
|
|||
|
Counterparty
|
(i)
a copy of the executed
Pooling and Servicing
Agreement, (ii)
each material amendment,
or supplement
of waiver to the
Pooling and Servicing
Agreement, as
proposed from time to
time, or any other amendment
to, or modification
of, the Pooling
and Servicing Agreement
that requires the
consent of ABN AMRO
under the terms of
the Pooling and Servicing
Agreement or
|
With
respect to (i), delivery
of Execution copy
upon the date of receipt
or 15 days following
closing; with
respect to (ii) delivery
of Exectuion copy
upon the date of receipt
or 15 days following
Execution; and
with respect to (iii)
delivery within 15
days of closing
|
Yes
|
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|
Party
required
to
deliver
document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d)
Representation
|
|||
|
which
otherwise adversely
affects ABN AMRO’s
interests under
this Agreement or the
ability of the Counterparty
to fully and
timely perform its obligations
under this Agreement;
and (iii) an incumbency
certificate verifying
the true signatures
and authority of
the person or persons signing
this Agreement on
behalf of the Counterparty
|
||||||
|
ABN
AMRO
|
Legal
Opinion as to enforceability
of the Swap
Agreement
|
Upon
the execution and
delivery of this Agreement.
|
Yes
|
|||
|
Counterparty
|
Legal
Opinion as to enforceability
of the Swap
Agreement
|
Upon
the execution and
delivery of this Agreement.
|
Yes
|
|
5)
|
Miscellaneous.
|
(a) Address
for Notices: For the purposes of Section 12(a) of the ISDA Form Master
Agreement:
|
(1)
|
Address
for notices or communications to ABN AMRO:
|
ABN
AMRO
Bank N.V., Chicago Branch
Global
Documentation Unit
000
X.
Xxxxxxx Xxxxxx, 00xx
Floor
Chicago,
IL 60661
Attention:
Treasury Documentation
Telephone:
000-000-0000
Fax:
000-000-0000
|
(2)
|
With
a copy to the Office through which ABN AMRO is acting for the purposes
of
the relevant Transactions:
|
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8 of
21
ABN
AMRO
Bank N.V., Amsterdam Head Office
P.O.
Box
283
1000
AE
Amsterdam
The
Netherlands
Attention:
Operations Derivatives Markets
Forex
Options
Telephone:
00-00-0000000
Telefax:
00-00-0000000
Swaps
Telephone:
00-00-0000000
Telefax:
00-00-0000000
Interest
Related Products
Telephone:
00-00-0000000
Telefax:
00-00-0000000
Credit
Derivatives Products
Telephone:
00-00-0000000
Telefax:
00-00-0000000
Telex:
16021 Answerback: ABAM NL
Electronic
Messaging System Details: Swift ABNA NL 2A
ABN
AMRO
Bank N.V., Chicago Branch
000
X.
Xxxxxxx Xxxxxx, Xxxxx 0000
Chicago,
IL 60661
Attention:
Treasury Operations
Telephone:
000-000-0000
Fax:
000-000-0000
Electronic
Messaging System Details: ABNA US 33a XXX
ABN
AMRO
Bank N.V., London Branch
000
Xxxxxxxxxxx,
London
BC2M 3XW,
United
Kingdom
Attention:
Fixed Income Derivatives Documentation
Telex
887366 Answerback: ABNALN G
Telephone:
00 00 0000 0000
Fax:
00
00 0000 0000
Electronic
Messaging System Details: Swift ABNA GB 2L
Page
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21
Address
for notices or communications to the Counterparty:
HSI
Asset
Securitization Corporation
000
Xxxxx
Xxxxxx, 00xx
Floor
Attention:
Head MBS Principal Finance
(For
all
purposes)
with
a
copy to:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Columbia,
Maryland 21045
Attention:
Client Manager, FFML 2006-FF11
Telephone:
000-000-0000
Fax:
000-000-0000
(b)
Process
Agent.
For the
purpose of Section 13(c) of the ISDA Form Master Agreement:
ABN
AMRO
appoints as its
Process
Agent: Not Applicable
The
Counterparty appoints as its
Process
Agent: Not Applicable
(c)
Offices.
The
provisions of Section 10(a) will not apply to the ISDA Form Master
Agreement.
(d)
Multibranch
Party.
For the
purpose of Section 10(c) of the ISDA Form Master Agreement:
ABN
AMRO
is a Multibranch Party and may act through the following offices: Amsterdam,
London and Chicago.
The
Counterparty is not a Multibranch Party.
| (e) |
Calculation
Agent.
The Calculation Agent is ABN AMRO.
|
| (f) |
Credit
Support Document.
Not applicable for either ABN AMRO or the Counterparty.
|
| (g) |
Credit
Support Provider.
|
Page
10
of 21
|
ABN
AMRO:
|
Not
Applicable
|
|
|
|
|
The
Counterparty:
|
Not
Applicable
|
| (h) |
| (i) |
Severability.
If any term, provision, covenant, or condition of this Agreement,
or the
application thereof to any party or circumstance, shall be held to
be
invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been executed
with the invalid or unenforceable portion eliminated, so long as
this
Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter of
this
Agreement and the deletion of such portion of this Agreement will
not
substantially impair the respective benefits or expectations of the
parties.
|
The
parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or
enforceable term, provision, covenant or condition, the economic effect of
which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
| (j) |
Consent
to Recording.
Each party hereto consents to the monitoring or recording, at any
time and
from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further
notice of
such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or
recording.
|
| (k) |
Waiver
of Jury Trial.
Each party waives any right it may have to a trial by jury in respect
of
any Proceedings relating to this Agreement or any Credit Support
Document.
|
| (l) |
Non-Recourse.
Notwithstanding any provision herein or in the ISDA Form Master Agreement
to the contrary, the obligations of Counterparty hereunder are limited
recourse obligations of Counterparty, payable solely from the Trust
Fund
(as defined in the Pooling and Servicing Agreement) and the proceeds
thereof to satisfy Counterparty's obligations hereunder. In the event
that
the Trust Fund and proceeds thereof should be insufficient to satisfy
all
claims outstanding and following the liquidation of the Trust Fund
and the
distribution of the proceeds thereof in accordance with the Pooling
and
Servicing Agreement, any claims against or obligations of Counterparty
under the ISDA Form Master Agreement or any other confirmation thereunder,
still outstanding shall be extinguished and thereafter not revive.
|
Page
11
of 21
| (m) |
Proceedings.
ABN AMRO shall not institute against or cause any other person to
institute against, or join any other person in instituting against
the
Counterparty, any bankruptcy, reorganization, arrangement, insolvency
or
liquidation proceedings, or other proceedings under any of the laws
of the
United States or any other jurisdiction for a period of one year
and one
day (or, if longer, the applicable preference period) following
indefeasible payment in full of the Certificates.
|
| (n) |
The
ISDA Form Master Agreement in hereby amended as follows:
|
The
word
“third” shall be replaced by the word “second” in the third line of Section
5(a)(i) of the ISDA Form Master Agreement.
| (o) |
“Affiliate”
will have the meaning specified in Section 14 of the ISDA Form Master
Agreement, provided that the Counterparty shall not be deemed to
have any
Affiliates for purposes of this Agreement, including for purposes
of
Section 6(b)(ii) of the ISDA Form Master Agreement.
|
| (p) |
Securities
Administrator’s Capacity.
It is expressly understood and agreed by the parties hereto that
insofar
as this Confirmation is executed by the Securities Administrator
(i) this
Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A.,
not in
its individual capacity but solely as Securities Administrator of
the
Supplemental Interest Trust pursuant to the Pooling and Servicing
Agreement in the exercise of the powers and authority conferred upon
and
vested in it thereunder and pursuant to instruction set forth therein
(ii)
each of the representations, undertakings and agreements herein made
on
behalf of the Supplemental Interest Trust is made and intended not
as a
personal representation, undertaking or agreement of the Securities
Administrator but is made and intended for the purpose of binding
only the
Supplemental Interest Trust, and (iii) under no circumstances xxxx
Xxxxx
Fargo Bank, N.A. in its individual capacity be personally liable
for the
payment of any indebtedness or expenses or be personally liable for
the
breach or failure of any obligation, representation, warranty or
covenant
made or undertaken under this Confirmation.
|
| (q) |
Securities
Administrator’s Representation.
Xxxxx Fargo Bank, N.A., as Securities Administrator of the Supplemental
Interest Trust, represents and warrants that:
|
It
has
been directed under the Pooling and Servicing Agreement to enter into this
Agreement as Securities Administrator of the Supplemental Interest Trust with
respect to the First Franklin Mortgage Loan Trust 2006-FF11.
| 6) |
Section
3 of the ISDA Form Master Agreement is hereby amended, by substituting
for
the words "Section 3(f)" in the introductory sentence thereof the
words
"Sections 3(f) and 3(h)", and by adding, at the end thereof, the
following
Sections 3(g) and 3(h):
|
Page
12
of 21
| “(g) |
Relationship
Between Parties.
|
Each
party represents to the other party on each date when it enters into a
Transaction that:
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations expressly
made in this Agreement or the Confirmation in respect of such Transaction.
(2)
Evaluation
and Understanding.
(i)
ABN
AMRO is acting for its own account and Xxxxx Fargo Bank, N.A. is acting as
Securities Administrator on behalf of the Supplemental Interest Trust under
the
Pooling and Servicing Agreement and not for its own account and each party
has
the capacity to evaluate (internally or through independent professional advice)
the Transaction and has made its own decision to enter into the Transaction.
Neither party is relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into such
transaction; it being understood that information and explanations related
to
the terms and conditions of such transaction shall not be considered investment
advice or a recommendation to enter into such transaction. No communication
(written or oral) received from the other party shall be deemed to be an
assurance or guarantee as to the expected results of the transaction; and
(ii)
It
understands the terms, conditions and risks of the Transaction and is willing
and able to accept those terms and conditions and to assume (and does, in fact
assume) those risks, financially and otherwise.
(3)
Purpose.
(A) It
is an “eligible contract participant” within the meaning of Section 1a(12) of
the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction
is subject to individual negotiation by such party; and (C) neither this
Agreement nor any Transaction will be executed or traded on a “trading facility”
within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended.
(4)
Principal.
The
other party is not acting as a fiduciary or an advisor for it in respect of
this
Transaction.
| (h) |
ERISA.
(Pension Plans).
Each party represents and warrants at all times hereunder that it
is not a
pension plan or employee benefits plan and that it is not using assets
of
any such plan or assets deemed to be assets of such a plan in connection
with this Transaction.
|
Page
13
of 21
| 7) |
Set-off.
Notwithstanding any provision of this Agreement or any other existing
or
future agreement, each party irrevocably waives any and all rights
it may
have to set off, net, recoup or otherwise withhold or suspend or
condition
payment or performance of any obligation between it and the other
party
hereunder against any obligation between it and the other party under
any
other agreements. The last sentence of the first paragraph of Section
6(e)
of the ISDA Form Master Agreement shall not apply for purposes of
this
Transaction.
|
| 8) |
Additional
Termination Events.
The following Additional Termination Events will apply, in
each case with respect to the Counterparty as the sole Affected Party
(unless otherwise provided below):
|
| (i) |
ABN
AMRO fails to comply with the Downgrade Provisions as set forth in
Section
9 hereof. For all purposes of this Agreement, ABN AMRO shall be the
sole
Affected Party with respect to the occurrence of a Termination Event
described in this Section 8(i).
|
| (ii) |
Notice
of Master Servicer's intention to exercise its option (either at
the
direction of the Depositor or in its own right) to purchase the Mortgage
Loans pursuant to Section 11.01 of the Pooling and Servicing Agreement,
is
given by the Securities Administrator to Certificateholders pursuant
to
Section 11.02 of the Pooling and Servicing Agreement. The Early
Termination Date with respect to such Additional Termination Event
shall
be the Distribution Date upon which the Trust Fund shall terminate
and
final payment is made in respect of the Certificates.
|
| (iii) |
If
the Trustee is unable to pay its Class A Certificates or fails or
admits
in writing its inability to pay its Class A Certificates as they
become
due, then an Additional Termination Event shall have occurred with
respect
to Counterparty and Counterparty shall be the sole Affected Party
with
respect to such Additional Termination Event.
|
| (iv) |
If
the Trustee (as defined in the Pooling and Servicing Agreement) permits
the Pooling and Servicing Agreement to be amended in a manner which
could
have a material adverse affect on ABN AMRO without first obtaining
the
prior written consent of ABN AMRO.
|
| (v) |
The
Counterparty or the Trust Fund (as defined in the Pooling and Servicing
Agreement) is terminated.
|
| 9) |
Provisions
Relating to Downgrade of ABN AMRO Debt Ratings.
(i) For
purposes of this Transaction:
|
| (a) |
“Qualifying
Ratings”
means, with respect to the debt of any assignee or guarantor under
Paragraph (ii) below,
|
Page
14
of 21
| (x) |
a
short-term unsecured and unsubordinated debt rating of “P-1” (not on watch
for downgrade), and a long-term unsecured and unsubordinated debt
of ”A1”
(not on watch for downgrade) (or, if it has no short-term unsecured
and
unsubordinated debt rating, a long term rating of “Aa3” (not on watch for
downgrade) by Xxxxx’x, or
|
| (y) |
a
short-term unsecured and unsubordinated debt rating of “A-1” by S&P or
“F-1” by Fitch.
|
| (b) |
A
“Collateralization
Event”
shall occur with respect to ABN AMRO (or any applicable credit support
provider) if:
|
| (x) |
its
short-term unsecured and unsubordinated debt rating is reduced to
“P-1 on
watch for downgrade” or below, and its long-term unsecured and
unsubordinated debt is reduced to ”A1 on watch for downgrade” or below
(or, if it has no short-term unsecured and unsubordinated debt rating,
its
long term rating is reduced to “Aa3 on watch for downgrade” or below) by
Xxxxx’x, or
|
| (y) |
its
short-term unsecured and unsubordinated debt rating is reduced below
“A-1”
by S&P or “F-1” by Fitch.
|
| (c) |
A
“Ratings
Event”
shall occur with respect to ABN AMRO (or any applicable credit support
provider) if:
|
| (x) |
its
short-term unsecured and unsubordinated debt rating is withdrawn
or
reduced to “P-2” or below by Xxxxx’x and its long-term unsecured and
unsubordinated debt is reduced to “A3” or below (or, if it has no
short-term unsecured and unsubordinated debt rating, its long term
rating
is reduced to “A2” or below) by Xxxxx’x,
or
|
| (y) |
its
long-term unsecured and unsubordinated debt rating is withdrawn or
reduced
below “BBB-” by S&P or Fitch.
|
For
purposes of (b) and (c) above, such events include those occurring in connection
with a merger, consolidation or other similar transaction by ABN AMRO or any
applicable credit support provider, but they shall be deemed not to occur if,
within 30 days thereafter each of Xxxxx’x, S&P and Fitch has reconfirmed the
ratings of the Certificates, as applicable, which were in effect immediately
prior thereto. For the avoidance of doubt, a downgrade of the rating on the
Certificates could occur in the event that ABN AMRO does not post sufficient
collateral in order to restore the immediately prior ratings of the Certificates
as provided in Paragraph (ii) of this Section 9.
Page
15
of 21
| (d) |
“Rating
Agency Condition”
means, with respect to any particular proposed act or omission to
act
hereunder, that the Securities Administrator shall have received
prior
written confirmation from each of Xxxxx’x, S&P and Fitch, and shall
have provided notice thereof to ABN AMRO, that the proposed action
or
inaction would not cause a downgrade or withdrawal of their then-current
ratings of the Certificates.
|
| (ii) |
Subject,
in each case set forth in (a) and (b) below, to satisfaction of the
Rating
Agency Condition:
|
| (a) |
Collateralization
Event.
If
a Collateralization Event occurs with respect to ABN AMRO (or any
applicable credit support provider), then ABN AMRO shall, at its
own
expense, within thirty (30) days of such Collateralization Event:
|
| (w) |
post
collateral under agreements and other instruments approved by the
Counterparty such approval not to be unreasonably withheld, and
satisfactory to Xxxxx’x, S&P and Fitch, which will be sufficient to
restore the immediately prior ratings of the Certificates,
|
| (x) |
assign
this Transaction to a third party, the ratings of the debt of which
(or
the ratings of the debt of the credit support provider of which)
meet or
exceed the Qualifying Ratings, on terms substantially similar to
this
Confirmation, which party is approved by the Counterparty such approval
not to be unreasonably withheld,
|
| (y) |
obtain
a guaranty of, or a contingent agreement of, another person, the
ratings
of the debt of which (or the ratings of the debt of the credit support
provider of which) meet or exceed the Qualifying Ratings, to honor
ABN
AMRO’s obligations under this Agreement, provided
that
such other person is approved by the Counterparty such approval not
to be
unreasonably withheld, or
|
| (z) |
establish
any other arrangement approved by the Counterparty such approval
not to be
unreasonably withheld and satisfactory to Xxxxx’x, S&P and Fitch,
which will be sufficient to restore the immediately prior ratings
of their
Certificates.
|
Page
16
of 21
| (b) |
Ratings
Event.
If
a Ratings Event occurs with respect to ABN AMRO (or any applicable
credit
support provider), then ABN AMRO shall, at its own expense, within
ten
(10) Business Days of such Ratings
Event:
|
| (x) |
assign
this Transaction to a third party, the ratings of the debt of which
(or
the ratings of the debt of the credit support provider of which)
meet or
exceed the Qualifying Ratings, on terms substantially the same as
this
Confirmation, which party is approved by the Counterparty such approval
not to be unreasonably withheld, or
|
| (y) |
obtain
a guaranty of, or a contingent agreement of, another person, the
ratings
of the debt of which (or the ratings of the debt of the credit support
provider of which) meet or exceed the Qualifying Ratings, to honor
ABN
AMRO’s obligations under this Agreement, provided
that
such other person is approved by the Counterparty such approval not
to be
unreasonably withheld, or
|
| (z) |
establish
any other arrangement approved by the Counterparty such approval
not to be
unreasonably withheld and satisfactory to Xxxxx’x, S&P and Fitch,
which will be sufficient to restore the immediately prior ratings
of their
Certificates.
|
ABN
AMRO
shall, for so long as a Ratings Event is outstanding, post collateral in an
amount and manner that satisfies the Rating Condition, while it pursues the
remedies in this Paragraph (9)(ii)(b).
| 10) |
ABN
AMRO will, unless otherwise directed by the Securities Administrator,
make
all payments hereunder to the Securities Administrator. Payment made
to
the Securities Administrator at the account specified herein or to
another
account specified in writing by the Securities Administrator shall
satisfy
the payment obligations of ABN AMRO hereunder to the extent of such
payment.
|
|
Account
Details and
|
||
|
Settlement
Information:
|
Payments
to ABN AMRO:
|
|
|
ABN
AMRO BANK N.V., New York, ABNAUS33
|
||
|
CHIPS
007535
|
||
|
ABA
No. 000000000
|
||
|
A/C
Name: ABN Amro Bank N.V., London
|
Page
17
of 21
|
A/C
No. /661001036741
Ref.
DCM
|
|
Payments
to Counterparty:
Xxxxx
Fargo Bank, N.A.
ABA
000-000-000
Account
Number: 3970771416
Account
Name: SAS Clearing
FFC:
50942702, FFML 2006-FF11
Supplemental
Interest Trust Account
|
Page
18
of 21
This
Agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing this Confirmation and returning to us by fax/telex to ABN AMRO Bank
N.V. to the attention of Derivatives Documentation Unit:
|
Fax
Number
|
:0000 000 0000000/9430
|
|
Telephone
Number:
|
:0000 000 0000000/3196
|
ABN
AMRO BANK, N.V.
|
By:
/s/ Xxxxxx Xxxxxxx
|
By:
/s/ Xxxxxxxx Xxxxxxx
|
|
|
ABN
AMRO Bank N.V.
|
||
|
Name:
Xxxxxx Xxxxxxx
|
Name:
Xxxxxxxx Xxxxxxx
|
|
|
Title:
Authorised Signature
|
Title:
Authorised Signature
|
Page
19
of 21
Counterparty,
acting through its duly authorized signatory, xxxxxx agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date.
SUPPLEMENTAL
INTEREST TRUST, FIRST XXXXXXXX MORTGAGE LOAN TRUST 2006-FF11
| By: |
Xxxxx
Fargo Bank, N.A., not in
|
its
individual capacity but solely as
Securities
Administrator of the Supplemental Interest Trust
By:
/s/ Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Assistant Vice President
Page
20
of 21
SCHEDULE
I
All
dates
subject to adjustment in accordance with the Following Business Day Convention.
|
Accrual
|
Accrual
|
Notional
|
|
Start
Date
|
End
Date
|
Amount:
in USD
|
|
9/25/2006
|
10/25/2006
|
$1,817,119,142.00
|
|
10/25/2006
|
11/25/2006
|
$1,792,766,949.00
|
|
11/25/2006
|
12/25/2006
|
$1,762,193,441.00
|
|
12/25/2006
|
1/25/2007
|
$1,725,429,782.00
|
|
1/25/2007
|
2/25/2007
|
$1,682,566,656.00
|
|
2/25/2007
|
3/25/2007
|
$1,633,756,818.00
|
|
3/25/2007
|
4/25/2007
|
$1,579,216,653.00
|
|
4/25/2007
|
5/25/2007
|
$1,519,227,023.00
|
|
5/25/2007
|
6/25/2007
|
$1,454,133,102.00
|
|
6/25/2007
|
7/25/2007
|
$1,384,367,275.00
|
|
7/25/2007
|
8/25/2007
|
$1,317,952,288.00
|
|
8/25/2007
|
9/25/2007
|
$1,254,726,760.00
|
|
9/25/2007
|
10/25/2007
|
$1,194,537,366.00
|
|
10/25/2007
|
11/25/2007
|
$1,137,238,159.00
|
|
11/25/2007
|
12/25/2007
|
$1,082,690,215.00
|
|
12/25/2007
|
1/25/2008
|
$1,030,761,365.00
|
|
1/25/2008
|
2/25/2008
|
$981,325,727.00
|
|
2/25/2008
|
3/25/2008
|
$934,263,403.00
|
|
3/25/2008
|
4/25/2008
|
$889,460,334.00
|
|
4/25/2008
|
5/25/2008
|
$846,676,292.00
|
|
5/25/2008
|
6/25/2008
|
$773,902,229.00
|
|
6/25/2008
|
7/25/2008
|
$708,169,783.00
|
|
7/25/2008
|
8/25/2008
|
$648,805,797.00
|
|
8/25/2008
|
9/25/2008
|
$595,094,167.00
|
|
9/25/2008
|
10/25/2008
|
$546,515,775.00
|
|
10/25/2008
|
11/25/2008
|
$517,025,292.00
|
|
11/25/2008
|
12/25/2008
|
$489,153,561.00
|
|
12/25/2008
|
1/25/2009
|
$462,799,825.00
|
|
1/25/2009
|
2/25/2009
|
$430,701,787.00
|
|
2/25/2009
|
3/25/2009
|
$401,107,097.00
|
|
3/25/2009
|
4/25/2009
|
$373,797,939.00
|
Page
21
of 21
|
4/25/2009
|
5/25/2009
|
$348,577,146.00
|
|
5/25/2009
|
6/25/2009
|
$325,266,131.00
|
|
6/25/2009
|
7/25/2009
|
$303,703,025.00
|
|
7/25/2009
|
8/25/2009
|
$283,753,216.00
|
|
8/25/2009
|
9/25/2009
|
$267,853,723.00
|
|
9/25/2009
|
10/25/2009
|
$252,860,272.00
|
|
10/25/2009
|
11/25/2009
|
$238,720,521.00
|
|
11/25/2009
|
12/25/2009
|
$225,385,182.00
|
|
12/25/2009
|
1/25/2010
|
$212,807,843.00
|
|
1/25/2010
|
2/25/2010
|
$200,944,965.00
|
|
2/25/2010
|
3/25/2010
|
$189,755,212.00
|
|
3/25/2010
and thereafter
|
$0.00
|
|
