Rate Cap Transaction Re: Reference No. 268291CF
Execution
Copy
Dated:
February 28, 2006
Re:
Reference
No. 268291CF
Ladies
and Gentlemen:
The
purpose of this letter agreement (“Agreement”) is to confirm the terms and
conditions of the rate cap Transaction entered into on the Trade Date specified
below (the “Transaction”) between IXIS Financial Products Inc. (“IXIS”) and
The
Bank
of New York, not in its individual capacity, but solely in its capacity as
Trustee (“the Trustee”) of the Separate Interest Trust created pursuant to the
Pooling and Servicing Agreement dated as of February 1, 2006 among First Horizon
Asset Securities Inc., as depositor (the “Depositor”), First Horizon Home Loan
Corporation as Seller and Master Servicer and The Bank of New York, as Trustee
(“the Counterparty”) in connection with the issuance of the First Horizon
Alternative Mortgage Securities Trust 2006-FA1 Mortgage Pass-Through
Certificates, Series 2006-FA1. 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. Capitalized terms used and not defined herein shall have the meaning
set forth for such term in the Pooling 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 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.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
|
Type
of Transaction:
|
Rate
Cap
|
|
Trade
Date:
|
February
24, 2006
|
|
Effective
Date:
|
Xxxxx
00, 0000
|
|
Xxxxxxxxxxx
Date:
|
May
25, 2019
|
|
Fixed
Amounts:
|
|
|
Fixed
Amount Payer:
|
Xxxxxx
Brothers Inc. for the benefit of the Separate Interest
Trust.
|
|
Fixed
Amount:
|
USD$924,000
|
|
Fixed
Amount Payment Date:
|
February
28, 2006
|
|
Floating
Amounts:
|
|
|
Floating
Rate Payer :
|
IXIS
|
|
Cap
Rate:
|
For
each Calculation Period, as set forth for such period on Schedule
I
attached hereto
|
|
Floating
Rate Payer Period End Dates:
|
The
25th
calendar
day of each month during
the Term
of this Transaction, commencing April 25, 2006 and ending on the
Termination Date, subject to no adjustment to period end
dates.
|
|
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
Amount:
|
The
product of (a) the Notional Amount, (b) the Floating Rate Day Count
Fraction, and (c) the Settlement Spread which shall be calculated
in
accordance with the following formula:
|
|
If
one month USD-LIBOR-BBA is greater than the Cap Rate for the applicable
Calculation Period, then Settlement Spread = the excess of (a) the
lesser
of (i) 7.00% and (ii) USD-LIBOR-BBA over (b) Cap Rate).
|
|
|
If
one month USD-LIBOR-BBA is less than or equal to the Cap Rate for
the
applicable Calculation Period, then Settlement Spread =
zero.
|
|
|
Notional
Amount:
|
The
Notional Amount listed in Schedule I for such Calculation
Period.
|
|
Designated
Maturity:
|
One
month
|
|
Floating
Rate Day Count Fraction:
|
30/360
|
|
Reset
Dates:
|
The
first day of each Calculation Period
|
|
Compounding:
|
Inapplicable
|
|
Business
Days:
|
|
|
Calculation
Agent:
|
IXIS
|
Page
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19
3. Additional
Provisions:
Each
party hereto is hereby advised and acknowledges that the other party has engaged
in (or refrained from engaging in) substantial financial transactions and has
taken (or refrained from taking) other material actions in reliance upon the
entry by the parties into the Transaction being entered into on the terms and
conditions set forth herein.
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 Master Agreement:
|
|
(a)
|
“Specified
Entity” is not applicable to IXIS or Counterparty for any purpose.
|
|
(b)
|
“Breach
of Agreement” provision of Section 5(a)(ii) will not apply to
Counterparty.
|
|
(c)
|
“Credit
Support Default” provisions of Section 5(a)(iii) will apply to IXIS and
will not apply to Counterparty.
|
|
(d)
|
“Misrepresentation”
provisions of Section 5(a)(iv) will not apply to IXIS or
Counterparty.
|
|
(e)
|
“Default
under Specified Transaction” is not applicable to IXIS or Counterparty for
any purpose, and, accordingly, Section 5(a)(v) shall not apply to
IXIS or
Counterparty.
|
|
(f)
|
The
“Cross Default” provisions of Section 5(a)(vi) will not apply to IXIS or
to Counterparty.
|
|
(g)
|
The
“Bankruptcy” provision 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 IXIS or Counterparty.
|
|
(i)
|
The
“Automatic Early Termination” provision of Section 6(a) will not apply to
IXIS or to Counterparty.
|
|
(j)
|
Payments
on Early Termination. For the purpose of Section 6(e) of this
Agreement:
|
|
(i)
|
Market
Quotation will apply.
|
|
(ii)
|
The
Second Method will apply.
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Page
3 of
19
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(k)
|
“Termination
Currency” means United States Dollars.
|
|
3)
|
Tax
Representations.
|
Payer
Representations. For the purpose of Section 3(e) of this Agreement, IXIS 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 this 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 this Agreement;
|
|
(ii)
|
the
satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii)
of this 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
this Agreement; and
|
|
(iii)
|
the
satisfaction of the agreement of the other party contained in Section
4(d)
of this 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) by reason
of
material prejudice of its legal or commercial position.
|
Payee
Representations. For the purpose of Section 3(f) of this Agreement, IXIS makes
the following representations.
The
following representation will apply to IXIS:
IXIS
is a
corporation duly organized and existing under the laws of the state of Delaware.
The
Bank
of New York is a banking corporation organized and existing under the laws
of
the state of New York.
Page
4 of
19
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4)
|
Documents
to be delivered. For the purpose of Section
4(a):
|
|
(a)
|
Tax
forms, documents or certificates to be delivered
are:
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Page
5 of
19
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Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to be delivered
|
Covered
by Section 3(d) Representation
|
|
IXIS
and Counterparty
|
With
respect to IXIS, a form W-9 (or any successor form thereto) and with
respect to each party any other documents reasonably required by
the
receiving party to evidence the authority of the delivering party
or its
Credit Support Provider, if any, for it to execute and deliver this
Agreement, any Confirmation, and any Credit Support Documents to
which it
is a party, and to evidence the authority of the delivering party
or its
Credit Support Provider to perform its obligations under this Agreement,
such Confirmation and/or Credit Support Document, as the case may
be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
(b) Other
documents to be delivered are:
|
|||
|
IXIS
|
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
|
Page
6 of
19
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Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to be delivered
|
Covered
by Section 3(d)
Representation
|
|
Counterparty
on behalf of First Horizon Alternative Mortgage Securities Trust,
Series
2006-FA1
|
Fully
executed copy of the Pooling Agreement, related transaction documents
and
related opinions
|
Upon
the later of (i) the execution and delivery of this Agreement and
(ii) the
delivery of such documents to the Counterparty by the
Depositor.
|
|
5)
|
Miscellaneous.
|
|
(a)
|
Address
for Notices: For the purposes of Section 12(a) of this
Agreement:
|
Address
for notices or communications to IXIS:
IXIS
Financial Products, Inc.
0
Xxxx
00xx
Xxxxxx,
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Swap Administration
Telephone
No.: (000) 000-0000
Facsimile:
(000) 000-0000
With
a
copy to: General Counsel
Telephone
No: 000-000-0000
Facsimile
No: 000-000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
The
Bank of New York, as Trustee
000
Xxxxxxx Xxxxxx, 0X
Xxx
Xxxx,
XX 00000
Attention:
Structured Finance Services, FHAMS 2006-FA1
(For
all
purposes)
Page
7 of
19
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(b)
|
Process
Agent. For the purpose of Section
13(c):
|
IXIS
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 this Agreement; neither IXIS
nor
the Counterparty have any Offices other than as set forth in the Notices Section
and IXIS agrees that, for purposes of Section 6(b) of this Agreement, it shall
not in future have any Office other than one in the United States.
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of this
Agreement:
|
IXIS
is
not a Multibranch Party.
The
Counterparty is not a Multibranch Party.
|
(e)
|
Calculation
Agent. The Calculation Agent is
IXIS.
|
|
(f)
|
Credit
Support Document.
|
With
respect to IXIS: (i)
with
respect to Transactions entered into with a Trade Date on or before January
23,
2007 and a final stated termination date on or before January 23, 2017, the
guarantee of the obligations of IXIS by IXIS Corporate & Investment Bank (as
successor-in-interest to CDC Finance-CDC IXIS) dated as of October 23, 2003
with
recourse, according to the terms thereof, to Caisse des Dépôts et Consignations,
and (ii) with respect to Transactions entered into with a Trade Date either
(x)
on or before January 23, 2007 and a final stated termination date after January
23, 2017 or (y) after January 23, 2007 regardless of the final stated
termination date, the guarantee of the obligations of IXIS by IXIS
Corporate & Investment Bank dated as of November 1, 2004 without recourse to
Caisse des Dépôts et Consignations; and
With
respect to Counterparty, Not Applicable.
|
(g)
|
Credit
Support Provider.
|
With
respect to IXIS: means IXIS Corporate & Investment Bank, a limited
liability company with executive and supervisory boards (société anonyme à
Directoire et Conseil de Surveillance) organized under the laws of the Republic
of France; and
With
respect to Counterparty: Not Applicable
Page
8 of
19
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(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 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 realization of the Trust Fund and the distribution
of
the proceeds thereof in accordance with the Pooling 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
9 of
19
|
(m)
|
Transfer,
Amendment and Assignment. No transfer, amendment, waiver, supplement,
assignment or other modification of this Transaction (other than
the
pledge of this Transaction to the Trustee pursuant to the Pooling
Agreement) shall be permitted by either party unless each of Fitch
Inc.,
also known as Fitch Ratings (“Fitch”), Xxxxx’x Investors Service, Inc.
(“Moody’s”) and Standard & Poor’s Ratings Service, a division of The
McGraw Hill Companies, Inc. (“S&P”), 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
the
Certificates (as defined in the Pooling
Agreement).
|
Transfer.
Subject to Part 5(m), Section 7 of the Agreement is hereby amended by the
inclusion of the following as a new clause (c):
"(c) IXIS
may transfer this Agreement to any Person, including, without limitation,
another of IXIS's offices or Affiliates ("Transferee"); provided that
(i) as of the date of such transfer none of the Transferee, the Trust nor
the Counterparty will be required to withhold or deduct on account of Tax from
any payments under this Agreement; (ii) a Termination Event or Event of
Default does not occur under this Agreement as a result of such transfer;
(iii) the transfer will not give rise to a taxable event or any other
adverse Tax consequences to the Counterparty, the Trust or its interest holders;
(iv) the Transferee (or its Credit Support Provider) satisfies the Approved
Ratings Thresholds, (v) such notice is accompanied by a written instrument
pursuant to which the Transferee acquires and assumes the rights and obligations
of IXIS so transferred; and (vi) IXIS will be responsible for any costs or
expenses incurred (including any costs and expenses of the Counterparty or
the
Trust) in connection with such transfer".
Proceedings.
IXIS 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 “first” 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).
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Page
10
of 19
|
(p)
|
Trustee
Capacity. It is expressly understood and agreed by the parties hereto
that
insofar as this Confirmation is executed by the Trustee (i) this
Confirmation is executed and delivered by The Bank of New York not
in its
individual capacity but solely as Trustee of the Trust under the
PSA in
the exercise of the powers and authority conferred upon and vested
in it
thereunder, (ii) each of the representations, undertakings and agreements
herein made on behalf of the Trust is made and intended not as a
personal
representations, undertakings or agreements of the Trustee but is
made and
intended solely for the purpose of binding only the Trust, (iii)
under no
circumstances shall the Bank of New York, 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 and (iv) all persons having any claim against the Trustee
by
reason of this Confirmation or the transactions contemplated hereby
shall
look only to the assets of the Trust for payment satisfaction
thereof..
|
|
(q)
|
Trustee
Representation. The Bank of New York., as Trustee represents and
warrants
that:
|
It
has
been directed under the Pooling Agreement to enter into this letter agreement
as
Trustee on behalf of the
Trust.
|
6)
|
Section
3 of the ISDA Form Master Agreement is hereby amended by adding at
the end
thereof the following subsection (g):
|
“(g)
Relationship
Between Parties.
Subject
to Part 5(p) of this Agreement, 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 that Transaction.
(2)
Evaluation and Understanding.
(i)
IXIS
is acting for its own account and has the capacity to evaluate (internally
or
through independent professional advice) the Transaction and has made its own
decision to enter into the Transaction and Counterparty is acting solely as
Trustee and is entering into the Transaction at the direction of the Depositor
in accordance with the Pooling Agreement; it is not 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
Page
11
of 19
(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.
|
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. Additional Termination Events will apply: If
a Ratings
Event has occurred and IXIS has not, within 30 days, complied with
Section
9 below, then an Additional Termination Event shall have occurred
with
respect to IXIS and IXIS shall be the sole Affected Party with respect
to
such an Additional Termination Event. If transaction does not close
there
will be no agreement to terminate and no trust or trustee to be an
affected party.
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Page
12
of 19
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9)
|
Ratings
Event. If a Ratings Event (as defined below) occurs with respect
to IXIS
(or any applicable credit support provider), then IXIS shall, at
its own
expense, (i) assign this Transaction within thirty (30) days of such
Ratings Event to a third party that meets or exceeds, or as to which
any
applicable credit support provider meets or exceeds, the Approved
Ratings
Thresholds (as defined below) on terms substantially similar to this
Confirmation, which party is approved by the Counterparty, which
approval
shall not be unreasonably withheld, (ii) obtain a guaranty of, or
a
contingent agreement of, another person with the Approved Rating
Thresholds to honor IXIS’s obligations under this Agreement, provided that
such other person is approved by the Counterparty, such approval
not to be
unreasonably withheld, (iii) post collateral under agreements and
other
instruments satisfactory to Fitch and S&P which will be sufficient to
restore the immediately prior ratings of the Certificates, or (iv)
establish any other arrangement satisfactory to Fitch and S&P which
will be sufficient to restore the immediately prior ratings of the
Certificates; provided, that with respect to clauses (ii), (iii)
and (iv)
above, each of Fitch and S&P has reconfirmed the ratings of the
Certificates, as applicable, which was in effect immediately prior
thereto. For avoidance of doubt, a downgrade of the rating on the
Certificates could occur in the event that IXIS does not post sufficient
collateral. For purposes of this Transaction, a “Ratings Event” shall
occur with respect to IXIS (or any applicable credit support provider)
if
its short-term unsecured and unsubordinated debt rating is reduced
below
“F-1” by Fitch or its short-term unsecured and unsubordinated debt rating
is reduced below “A-1” by S&P (including in connection with a merger,
consolidation or other similar transaction by IXIS or any applicable
credit support provider) such ratings being referred to herein as
the
“Approved Ratings Thresholds,” (unless, within 30 days thereafter, each of
Fitch and S&P has reconfirmed the ratings of the Certificates, as
applicable, which was in effect immediately prior
thereto).
|
|
10)
|
Additional
Provisions. Notwithstanding the terms of Sections 5 and 6 of the
ISDA Form
Master Agreement, if Counterparty has satisfied its payment obligations
under Section 2(a)(i) of the ISDA Form Master Agreement, then unless
IXIS
is required pursuant to appropriate proceedings to return to Counterparty
or otherwise returns to Counterparty upon demand of Counterparty
any
portion of such payment, (a) the occurrence of an event described
in
Section 5(a) of the ISDA Form Master Agreement with respect to
Counterparty shall not constitute an Event of Default or Potential
Event
of Default with respect to Counterparty as the Defaulting Party and
(b)
IXIS shall be entitled to designate an Early Termination Date pursuant
to
Section 6 of the ISDA Form Master Agreement only as a result of a
Termination Event set forth in either Section 5(b)(i) or Section
5(b)(ii)
of the ISDA Form Master Agreement with respect to IXIS as the Affected
Party or Section 5(b)(iii) of the ISDA Form Master Agreement with
respect
to IXIS as the Burdened Party. For purposes of the Transaction to
which
this Agreement relates, Counterparty’s only obligation under Section
2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount
on
the Fixed Rate Payer Payment Date.
|
|
11)
|
IXIS
will, unless otherwise directed by the Trust, make all payments hereunder
to the Trustee. Payment made to the Trustee at the account specified
herein or to another account specified in writing by the Trustee
shall
satisfy the payment obligations of IXIS hereunder to the extent of
such
payment.
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Page
13
of 19
|
5.
|
Account
Details and
Settlement
Information:
|
Payments
to IXIS Financial Products, Inc.:
CITIBANK
N.A.
ABA
000-000-000
Account
No. 00000000
A/C
IXISFP
Payments
to Counterparty:
Name
of Bank: The Bank of New York
ABA:
000-000-000
GLA#:
111565
FFC:
TAS# 254745
Attn:
FHAMS 2006-FA1 I-A-8 Reserve
Fund
|
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.
[Signature
Page Follows]
Page
14
of 19
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
IXIS
Financial Products, Inc.
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date.
The
Bank of New York, not in its individual capacity, but solely
as
Trustee for the Separate Interest Trust
By:
_______________________________
Name:
Title:
Page
15
of 19
Xxxxxx
Brothers Inc. as Fixed Amount Payer for the benefit of the Separate Interest
Trust
By:
_______________________________
Name:
Title:
Page
16
of 19
SCHEDULE
I.
|
Accrual
Start Date
|
Accrual
End Date
|
Notional
Amount
|
Cap
Rate
|
|||
|
3/25/2006
|
4/25/2006
|
89,202,718.39
|
5.00%
|
|||
|
4/25/2006
|
5/25/2006
|
88,294,783.99
|
5.00%
|
|||
|
5/25/2006
|
6/25/2006
|
87,277,327.28
|
5.00%
|
|||
|
6/25/2006
|
7/25/2006
|
86,151,727.62
|
5.00%
|
|||
|
7/25/2006
|
8/25/2006
|
84,919,636.65
|
5.00%
|
|||
|
8/25/2006
|
9/25/2006
|
83,582,976.11
|
5.00%
|
|||
|
9/25/2006
|
10/25/2006
|
82,143,934.56
|
5.00%
|
|||
|
10/25/2006
|
11/25/2006
|
80,604,963.01
|
5.00%
|
|||
|
11/25/2006
|
12/25/2006
|
78,968,769.43
|
5.00%
|
|||
|
12/25/2006
|
1/25/2007
|
77,238,312.07
|
5.00%
|
|||
|
1/25/2007
|
2/25/2007
|
75,418,724.95
|
5.00%
|
|||
|
2/25/2007
|
3/25/2007
|
73,625,338.78
|
5.00%
|
|||
|
3/25/2007
|
4/25/2007
|
71,857,781.18
|
5.00%
|
|||
|
4/25/2007
|
5/25/2007
|
70,115,685.03
|
5.00%
|
|||
|
5/25/2007
|
6/25/2007
|
68,398,688.44
|
5.00%
|
|||
|
6/25/2007
|
7/25/2007
|
66,706,434.62
|
5.00%
|
|||
|
7/25/2007
|
8/25/2007
|
65,038,571.84
|
5.00%
|
|||
|
8/25/2007
|
9/25/2007
|
63,394,753.33
|
5.00%
|
|||
|
9/25/2007
|
10/25/2007
|
61,774,637.28
|
5.00%
|
|||
|
10/25/2007
|
11/25/2007
|
60,177,886.66
|
5.00%
|
|||
|
11/25/2007
|
12/25/2007
|
58,604,169.25
|
5.00%
|
|||
|
12/25/2007
|
1/25/2008
|
57,053,157.54
|
5.00%
|
|||
|
1/25/2008
|
2/25/2008
|
55,524,528.63
|
5.00%
|
|||
|
2/25/2008
|
3/25/2008
|
54,017,964.22
|
5.00%
|
|||
|
3/25/2008
|
4/25/2008
|
52,533,150.50
|
5.00%
|
|||
|
4/25/2008
|
5/25/2008
|
51,069,778.12
|
5.00%
|
|||
|
5/25/2008
|
6/25/2008
|
49,627,542.10
|
5.00%
|
|||
|
6/25/2008
|
7/25/2008
|
48,206,141.79
|
5.00%
|
|||
|
7/25/2008
|
8/25/2008
|
46,805,280.80
|
5.00%
|
|||
|
8/25/2008
|
9/25/2008
|
45,424,666.94
|
5.00%
|
|||
|
9/25/2008
|
10/25/2008
|
44,064,012.16
|
5.00%
|
|||
|
10/25/2008
|
11/25/2008
|
42,723,032.48
|
5.00%
|
|||
|
11/25/2008
|
12/25/2008
|
41,401,447.95
|
5.00%
|
|||
|
12/25/2008
|
1/25/2009
|
40,098,982.61
|
5.00%
|
|||
|
1/25/2009
|
2/25/2009
|
38,815,364.39
|
5.00%
|
|||
|
2/25/2009
|
3/25/2009
|
37,550,325.07
|
5.00%
|
|||
|
3/25/2009
|
4/25/2009
|
36,303,600.25
|
5.00%
|
|||
|
4/25/2009
|
5/25/2009
|
35,074,929.27
|
5.00%
|
|||
|
5/25/2009
|
6/25/2009
|
33,864,055.17
|
5.00%
|
|||
|
6/25/2009
|
7/25/2009
|
32,670,724.62
|
5.00%
|
|||
|
7/25/2009
|
8/25/2009
|
31,494,687.91
|
5.00%
|
|||
|
8/25/2009
|
9/25/2009
|
30,335,698.85
|
5.00%
|
|||
|
9/25/2009
|
10/25/2009
|
29,193,514.73
|
5.00%
|
|||
|
10/25/2009
|
11/25/2009
|
28,067,896.31
|
5.00%
|
|||
|
11/25/2009
|
12/25/2009
|
26,958,607.74
|
5.00%
|
|||
|
12/25/2009
|
1/25/2010
|
25,865,416.49
|
5.00%
|
|||
|
1/25/2010
|
2/25/2010
|
24,788,093.35
|
5.00%
|
|||
|
2/25/2010
|
3/25/2010
|
23,726,412.37
|
5.00%
|
|||
|
3/25/2010
|
4/25/2010
|
22,680,150.77
|
5.00%
|
|||
|
4/25/2010
|
5/25/2010
|
21,649,088.98
|
5.00%
|
|||
|
5/25/2010
|
6/25/2010
|
20,633,010.50
|
5.00%
|
|||
|
6/25/2010
|
7/25/2010
|
19,631,701.93
|
5.00%
|
|||
|
7/25/2010
|
8/25/2010
|
18,644,952.88
|
5.00%
|
|||
|
8/25/2010
|
9/25/2010
|
17,672,555.98
|
5.00%
|
|||
|
9/25/2010
|
10/25/2010
|
16,714,306.77
|
5.00%
|
|||
|
10/25/2010
|
11/25/2010
|
15,770,003.69
|
5.00%
|
|||
|
11/25/2010
|
12/25/2010
|
14,839,448.07
|
5.00%
|
|||
|
12/25/2010
|
1/25/2011
|
13,922,444.05
|
5.00%
|
|||
|
1/25/2011
|
2/25/2011
|
13,018,798.53
|
5.00%
|
|||
|
2/25/2011
|
3/25/2011
|
12,751,655.32
|
5.00%
|
|||
|
3/25/2011
|
4/25/2011
|
12,496,362.98
|
5.00%
|
|||
|
4/25/2011
|
5/25/2011
|
12,244,863.55
|
5.00%
|
|||
|
5/25/2011
|
6/25/2011
|
11,997,102.43
|
5.00%
|
|||
|
6/25/2011
|
7/25/2011
|
11,753,025.82
|
5.00%
|
|||
|
7/25/2011
|
8/25/2011
|
11,512,580.67
|
5.00%
|
|||
|
8/25/2011
|
9/25/2011
|
11,275,714.68
|
5.00%
|
Page
17
of 19
|
Accrual
Start Date
|
Accrual
End Date
|
Notional
Amount
|
Cap
Rate
|
|
9/25/2011
|
10/25/2011
|
11,042,376.31
|
5.00%
|
|||
|
10/25/2011
|
11/25/2011
|
10,812,514.75
|
5.00%
|
|||
|
11/25/2011
|
12/25/2011
|
10,586,079.90
|
5.00%
|
|||
|
12/25/2011
|
1/25/2012
|
10,363,022.38
|
5.00%
|
|||
|
1/25/2012
|
2/25/2012
|
10,143,293.52
|
5.00%
|
|||
|
2/25/2012
|
3/25/2012
|
9,926,845.32
|
5.00%
|
|||
|
3/25/2012
|
4/25/2012
|
9,716,127.70
|
5.00%
|
|||
|
4/25/2012
|
5/25/2012
|
9,508,568.15
|
5.00%
|
|||
|
5/25/2012
|
6/25/2012
|
9,304,120.91
|
5.00%
|
|||
|
6/25/2012
|
7/25/2012
|
9,102,740.87
|
5.00%
|
|||
|
7/25/2012
|
8/25/2012
|
8,904,383.58
|
5.00%
|
|||
|
8/25/2012
|
9/25/2012
|
8,709,005.21
|
5.00%
|
|||
|
9/25/2012
|
10/25/2012
|
8,516,562.57
|
5.00%
|
|||
|
10/25/2012
|
11/25/2012
|
8,327,013.06
|
5.00%
|
|||
|
11/25/2012
|
12/25/2012
|
8,140,314.71
|
5.00%
|
|||
|
12/25/2012
|
1/25/2013
|
7,956,426.15
|
5.00%
|
|||
|
1/25/2013
|
2/25/2013
|
7,775,306.58
|
5.00%
|
|||
|
2/25/2013
|
3/25/2013
|
7,596,915.82
|
5.00%
|
|||
|
3/25/2013
|
4/25/2013
|
7,425,834.25
|
5.00%
|
|||
|
4/25/2013
|
5/25/2013
|
7,257,329.70
|
5.00%
|
|||
|
5/25/2013
|
6/25/2013
|
7,091,364.44
|
5.00%
|
|||
|
6/25/2013
|
7/25/2013
|
6,927,901.33
|
5.00%
|
|||
|
7/25/2013
|
8/25/2013
|
6,766,903.72
|
5.00%
|
|||
|
8/25/2013
|
9/25/2013
|
6,608,335.51
|
5.00%
|
|||
|
9/25/2013
|
10/25/2013
|
6,452,161.13
|
5.00%
|
|||
|
10/25/2013
|
11/25/2013
|
6,298,345.49
|
5.00%
|
|||
|
11/25/2013
|
12/25/2013
|
6,146,854.03
|
5.00%
|
|||
|
12/25/2013
|
1/25/2014
|
5,997,652.68
|
5.00%
|
|||
|
1/25/2014
|
2/25/2014
|
5,850,707.86
|
5.00%
|
|||
|
2/25/2014
|
3/25/2014
|
5,705,986.48
|
5.00%
|
|||
|
3/25/2014
|
4/25/2014
|
5,567,583.66
|
5.00%
|
|||
|
4/25/2014
|
5/25/2014
|
5,431,250.45
|
5.00%
|
|||
|
5/25/2014
|
6/25/2014
|
5,296,956.55
|
5.00%
|
|||
|
6/25/2014
|
7/25/2014
|
5,164,672.08
|
5.00%
|
|||
|
7/25/2014
|
8/25/2014
|
5,034,367.59
|
5.00%
|
|||
|
8/25/2014
|
9/25/2014
|
4,906,014.07
|
5.00%
|
|||
|
9/25/2014
|
10/25/2014
|
4,779,582.92
|
5.00%
|
|||
|
10/25/2014
|
11/25/2014
|
4,655,045.95
|
5.00%
|
|||
|
11/25/2014
|
12/25/2014
|
4,532,375.39
|
5.00%
|
|||
|
12/25/2014
|
1/25/2015
|
4,411,543.87
|
5.00%
|
|||
|
1/25/2015
|
2/25/2015
|
4,292,524.39
|
5.00%
|
|||
|
2/25/2015
|
3/25/2015
|
4,175,290.38
|
5.00%
|
|||
|
3/25/2015
|
4/25/2015
|
4,063,376.94
|
5.00%
|
|||
|
4/25/2015
|
5/25/2015
|
3,953,099.57
|
5.00%
|
|||
|
5/25/2015
|
6/25/2015
|
3,844,434.75
|
5.00%
|
|||
|
6/25/2015
|
7/25/2015
|
3,737,359.29
|
5.00%
|
|||
|
7/25/2015
|
8/25/2015
|
3,631,850.34
|
5.00%
|
|||
|
8/25/2015
|
9/25/2015
|
3,527,885.36
|
5.00%
|
|||
|
9/25/2015
|
10/25/2015
|
3,425,442.15
|
5.00%
|
|||
|
10/25/2015
|
11/25/2015
|
3,324,498.82
|
5.00%
|
|||
|
11/25/2015
|
12/25/2015
|
3,225,033.78
|
5.00%
|
|||
|
12/25/2015
|
1/25/2016
|
3,127,025.76
|
5.00%
|
|||
|
1/25/2016
|
2/25/2016
|
3,030,453.80
|
5.00%
|
|||
|
2/25/2016
|
3/25/2016
|
2,929,920.50
|
5.00%
|
|||
|
3/25/2016
|
4/25/2016
|
2,830,903.47
|
5.00%
|
|||
|
4/25/2016
|
5/25/2016
|
2,733,380.53
|
5.00%
|
|||
|
5/25/2016
|
6/25/2016
|
2,637,329.80
|
5.00%
|
|||
|
6/25/2016
|
7/25/2016
|
2,542,729.76
|
5.00%
|
|||
|
7/25/2016
|
8/25/2016
|
2,449,559.16
|
5.00%
|
|||
|
8/25/2016
|
9/25/2016
|
2,357,797.07
|
5.00%
|
|||
|
9/25/2016
|
10/25/2016
|
2,267,422.86
|
5.00%
|
|||
|
10/25/2016
|
11/25/2016
|
2,178,416.20
|
5.00%
|
|||
|
11/25/2016
|
12/25/2016
|
2,090,757.06
|
5.00%
|
|||
|
12/25/2016
|
1/25/2017
|
2,004,425.68
|
5.00%
|
|||
|
1/25/2017
|
2/25/2017
|
1,919,402.59
|
5.00%
|
|||
|
2/25/2017
|
3/25/2017
|
1,835,668.61
|
5.00%
|
|||
|
3/25/2017
|
4/25/2017
|
1,753,204.83
|
5.00%
|
Page
18
of 19
|
Accrual
Start Date
|
Accrual
End Date
|
Notional
Amount
|
Cap
Rate
|
|
4/25/2017
|
5/25/2017
|
1,671,992.60
|
5.00%
|
|||
|
5/25/2017
|
6/25/2017
|
1,592,013.57
|
5.00%
|
|||
|
6/25/2017
|
7/25/2017
|
1,513,249.62
|
5.00%
|
|||
|
7/25/2017
|
8/25/2017
|
1,435,682.92
|
5.00%
|
|||
|
8/25/2017
|
9/25/2017
|
1,359,295.87
|
5.00%
|
|||
|
9/25/2017
|
10/25/2017
|
1,284,071.15
|
5.00%
|
|||
|
10/25/2017
|
11/25/2017
|
1,209,991.67
|
5.00%
|
|||
|
11/25/2017
|
12/25/2017
|
1,137,040.59
|
5.00%
|
|||
|
12/25/2017
|
1/25/2018
|
1,065,201.32
|
5.00%
|
|||
|
1/25/2018
|
2/25/2018
|
994,457.50
|
5.00%
|
|||
|
2/25/2018
|
3/25/2018
|
924,793.02
|
5.00%
|
|||
|
3/25/2018
|
4/25/2018
|
856,192.00
|
5.00%
|
|||
|
4/25/2018
|
5/25/2018
|
788,638.76
|
5.00%
|
|||
|
5/25/2018
|
6/25/2018
|
722,117.89
|
5.00%
|
|||
|
6/25/2018
|
7/25/2018
|
656,614.17
|
5.00%
|
|||
|
7/25/2018
|
8/25/2018
|
592,112.62
|
5.00%
|
|||
|
8/25/2018
|
9/25/2018
|
528,598.47
|
5.00%
|
|||
|
9/25/2018
|
10/25/2018
|
466,057.15
|
5.00%
|
|||
|
10/25/2018
|
11/25/2018
|
404,474.31
|
5.00%
|
|||
|
11/25/2018
|
12/25/2018
|
343,835.83
|
5.00%
|
|||
|
12/25/2018
|
1/25/2019
|
284,127.75
|
5.00%
|
|||
|
1/25/2019
|
2/25/2019
|
225,336.35
|
5.00%
|
|||
|
2/25/2019
|
3/25/2019
|
167,448.08
|
5.00%
|
|||
|
3/25/2019
|
4/25/2019
|
110,449.61
|
5.00%
|
|||
|
4/25/2019
|
5/25/2019
|
54,327.79
|
5.00%
|
|||
|
5/25/2019
|
6/25/2019
|
0.00
|
5.00%
|
Page
19
of 19
