Rate Cap Transaction Re: ABN AMRO Bank, N.V. Reference No. 3432446
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Dated:
September 6, 2006
Re:
ABN
AMRO Bank, N.V. Reference No. 3432446
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 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:
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Type
of Transaction:
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Rate
Cap
|
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Notional
Amount:
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With
respect to any Calculation Period the amount set forth on
Schedule I attached hereto for such Calculation
Period
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|
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Trade
Date:
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August
18, 2006
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|
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Effective
Date:
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February
25, 2007
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Termination
Date:
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September
25, 2013
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Fixed
Amounts:
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||
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Fixed
Amount Payer:
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Counterparty
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|
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Fixed
Amount:
|
USD
$510,000 payable by HSBC Bank USA, National Association (on behalf
of the
Counterparty) to ABN AMRO
on or prior to September 6, 2006. This is the net amount
payment to ABN AMRO under this Transaction and
the Transaction evidenced by confirmation Ref. No. 3432979
dated September 6, 2006.
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|
|
Fixed
Amount Payment Date:
|
September 6, 2006 | |
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Floating
Amounts:
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||
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Floating
Rate Payer:
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ABN
AMRO
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Cap
Rate:
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6.50%
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Floating
Rate Payer
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||
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Period
End Dates:
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The
25th
calendar
day of each month during the Term of this Transaction, commencing
March
25, 2007 and ending on
the Termination Date, subject to adjustment in accordance
with the Following Business Day Convention.
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Floating
Rate Payer
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||
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Payment
Dates:
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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.
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Designated
Maturity:
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One
month
|
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Floating
Rate Day
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||
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Count
Fraction:
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Actual/360
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Reset
Dates:
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The
first day of each Calculation Period
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Compounding:
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Inapplicable
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Other
Terms:
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Business
Days:
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Any
day other than (i) a Saturday or Sunday, or (ii) a day on which
banking
institutions in the state of New York, Maryland or Minnesota are
closed.
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|
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Business
Day Convention:
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Following
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|
|
Offices:
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The
office of ABN AMRO for this transaction is London.
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|
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Calculation
Agent:
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ABN
AMRO
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3.
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Additional
Provisions:
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(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 Xxxxx’x
Investor Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Service, a
division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) and Fitch, Inc.
(“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” ).
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4.
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Provisions
Deemed Incorporated in a Schedule to the Master Agreement:
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1)
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The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form
Master Agreement will apply to any Transaction.
|
|
2)
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Termination
Provisions.
Subject to the provisions of paragraph 12 below, for purposes of
the ISDA
Form Master Agreement:
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|
(a)
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“Specified
Entity” is not applicable to ABN AMRO or Counterparty for any
purpose.
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|
(b)
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“Breach
of Agreement” provisions of Section 5(a)(ii) will not apply to ABN AMRO or
Counterparty.
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(c)
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“Credit
Support Default” provisions of Section 5(a)(iii) will not apply to ABN
AMRO or Counterparty.
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(d)
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“Misrepresentation”
provisions of Section 5(a)(iv) will not apply to ABN AMRO or Counterparty.
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(e)
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“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.
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(f)
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The
“Cross Default” provisions of Section 5(a)(vi) will not apply to ABN AMRO
or to Counterparty.
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(g)
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The
“Bankruptcy” provisions of Section 5(a)(vii)(2) will not apply to
Counterparty.
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(h)
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The
“Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply
to ABN AMRO or Counterparty.
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(i)
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The
“Automatic Earljy Termination” provision of Section 6(a) will not apply to
ABN AMRO or to Counterparty.
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(j)
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Payments
on Early Termination. For the purpose of Section 6(e):
(i) Market
Quotation will apply.
(ii) The
Second
Method will apply.
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(k)
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“Termination
Currency” means United States
Dollars.
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3)
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Tax
Representations.
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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;
(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
Page
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(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:
(a)
Tax forms, documents or certificates to be delivered are:
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6 of 21
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Party
required to
deliver document
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Form/Document/Certificate
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Date
by which to be
delivered
|
Covered
by Section
3(d) Representation
|
|||
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ABN
AMRO and Counterparty
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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.
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Upon
the execution and
delivery of this Agreement
|
Yes
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|||
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(b)
Other documents to be delivered are:
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||||||
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ABN
AMRO
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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
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Upon
the execution and
delivery of this Agreement
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Yes
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|||
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Counterparty
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(i)
a copy of the executed
Pooling and Servicing
Agreement, (ii)
each material amendment,
or supplement
of, or 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 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
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With
respect to (i), delivery
of Execution copy
upon the date of receipt
or 15 days following
closing; with
respect to (ii) delivery
of Execution copy
upon the date of receipt
or 15 days following
Execution; and
with respect to (iii)
delivery within 15
days of closing
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Yes
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5)
Miscellaneous.
(a)
Address
for Notices:
For the purposes of Section 12(a) of the ISDA Form Master Agreement:
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(1)
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Address
for notices or communications to ABN AMRO:
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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
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(2)
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With
a copy to the Office through which ABN AMRO is acting for the purposes
of
the relevant Transactions:
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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
Page
8 of 21
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
(For
all purposes)
Address
for notices or communications to the Counterparty:
HSI
Asset Securitization Corporation
000
Xxxxx Xxxxxx, 00xx
Floor
Attention:
Head MBS Principal Finance
with
a copy to:
Page
9 of 21
Xxxxx
Fargo Bank, N.A.
0000
Xxx Xxxxxxxxx Xxxx
Columbia,
Maryland 21045
Attn:
Client Manager-FFML 2006-FF11
Telephone:
000-000-0000
Fax:
000-000-0000
(For
all purposes)
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(b)
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Process
Agent.
For the purpose of Section 13(c) of the ISDA Form Master Agreement:
|
|
ABN
AMRO appoints as its Process Agent:
|
Not
Applicable
|
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The
Counterparty appoints as its Process Agent:
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Not
Applicable
|
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(c)
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Offices.
The provisions of Section 10(a) will not apply to the ISDA Form Master
Agreement.
|
|
(d)
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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.
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(e)
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Calculation
Agent.
The Calculation Agent is ABN AMRO.
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(f)
|
Credit
Support Document.
Not applicable for either ABN AMRO or the Counterparty.
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(g)
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Credit
Support Provider.
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ABN
AMRO:
|
Not
Applicable
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The
Counterparty:
|
Not
Applicable
|
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(h)
|
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(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.
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10 of 21
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.
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(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.
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(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.
|
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(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.
|
|
(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.
Page
11 of 21
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(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 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.
|
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(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):
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|
“(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.
Page
12 of 21
(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.
|
|
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 ABN AMRO has not, within 30 days, complied with Section 9 below,
then
an Additional Termination Event shall have occurred with respect
to ABN
AMRO and ABN AMRO shall be the sole Affected Party with respect to
such an
Additional Termination Event.
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Page
13 of 21
|
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,
|
|
(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.
|
Page
14 of 21
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.
|
(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 pajrty 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
|
Page
15 of 21
|
(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.
|
|
(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.
|
Page
16 of 21
|
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
|
||
|
A/C
No. /661001036741
|
||
|
Ref.
DCM
|
||
|
Payments
to Counterparty:
|
||
|
Xxxxx
Fargo Bank, N.A.
|
||
|
ABA:
000-000-000
|
||
|
Account
No.: 3970771416
|
||
|
Account
Name: SAS Clearing
|
||
|
FFC:
50942701, FFML 2006-FF11 Cap
Account
|
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
|
||
Page
17 of 21
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
18 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
19 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
|
|
2/25/2007
|
3/25/2007
|
$69,154,918.00
|
|
3/25/2007
|
4/25/2007
|
$88,003,983.00
|
|
4/25/2007
|
5/25/2007
|
$108,654,040.00
|
|
5/25/2007
|
6/25/2007
|
$130,912,490.00
|
|
6/25/2007
|
7/25/2007
|
$154,540,244.00
|
|
7/25/2007
|
8/25/2007
|
$176,158,700.00
|
|
8/25/2007
|
9/25/2007
|
$195,889,944.00
|
|
9/25/2007
|
10/25/2007
|
$213,849,468.00
|
|
10/25/2007
|
11/25/2007
|
$230,146,486.00
|
|
11/25/2007
|
12/25/2007
|
$244,884,254.00
|
|
12/25/2007
|
1/25/2008
|
$258,160,401.00
|
|
1/25/2008
|
2/25/2008
|
$270,067,183.00
|
|
2/25/2008
|
3/25/2008
|
$280,691,752.00
|
|
3/25/2008
|
4/25/2008
|
$290,116,467.00
|
|
4/25/2008
|
5/25/2008
|
$298,471,549.00
|
|
5/25/2008
|
6/25/2008
|
$318,468,261.00
|
|
6/25/2008
|
7/25/2008
|
$334,064,493.00
|
|
7/25/2008
|
8/25/2008
|
$345,881,922.00
|
|
8/25/2008
|
9/25/2008
|
$354,407,059.00
|
|
9/25/2008
|
10/25/2008
|
$360,081,268.00
|
|
10/25/2008
|
11/25/2008
|
$360,041,731.00
|
|
11/25/2008
|
12/25/2008
|
$359,355,061.00
|
|
12/25/2008
|
1/25/2009
|
$358,082,302.00
|
|
1/25/2009
|
2/25/2009
|
$358,366,178.00
|
|
2/25/2009
|
3/25/2009
|
$357,464,341.00
|
|
3/25/2009
|
4/25/2009
|
$355,536,175.00
|
|
4/25/2009
|
5/25/2009
|
$352,723,170.00
|
|
5/25/2009
|
6/25/2009
|
$349,150,861.00
|
|
6/25/2009
|
7/25/2009
|
$344,930,561.00
|
|
7/25/2009
|
8/25/2009
|
$340,172,710.00
|
Page
20 of 21
|
8/25/2009
|
9/25/2009
|
$335,006,155.00
|
|
9/25/2009
|
10/25/2009
|
$329,650,865.00
|
|
10/25/2009
|
11/25/2009
|
$324,134,578.00
|
|
11/25/2009
|
12/25/2009
|
$318,482,821.00
|
|
12/25/2009
|
1/25/2010
|
$312,719,068.00
|
|
1/25/2010
|
2/25/2010
|
$306,865,164.00
|
|
2/25/2010
|
3/25/2010
|
$300,940,581.00
|
|
3/25/2010
|
4/25/2010
|
$294,963,429.00
|
|
4/25/2010
|
5/25/2010
|
$288,950,274.00
|
|
5/25/2010
|
6/25/2010
|
$282,916,246.00
|
|
6/25/2010
|
7/25/2010
|
$276,875,138.00
|
|
7/25/2010
|
8/25/2010
|
$270,839,500.00
|
|
8/25/2010
|
9/25/2010
|
$264,820,730.00
|
|
9/25/2010
|
10/25/2010
|
$258,829,152.00
|
|
10/25/2010
|
11/25/2010
|
$252,874,100.00
|
|
11/25/2010
|
12/25/2010
|
$246,963,982.00
|
|
12/25/2010
|
1/25/2011
|
$241,106,356.00
|
|
1/25/2011
|
2/25/2011
|
$235,307,984.00
|
|
2/25/2011
|
3/25/2011
|
$229,574,898.00
|
|
3/25/2011
|
4/25/2011
|
$223,912,450.00
|
|
4/25/2011
|
5/25/2011
|
$218,325,366.00
|
|
5/25/2011
|
6/25/2011
|
$212,817,793.00
|
|
6/25/2011
|
7/25/2011
|
$207,393,297.00
|
|
7/25/2011
|
8/25/2011
|
$202,004,558.00
|
|
8/25/2011
|
9/25/2011
|
$196,706,896.00
|
|
9/25/2011
|
10/25/2011
|
$191,502,521.00
|
|
10/25/2011
|
11/25/2011
|
$186,393,256.00
|
|
11/25/2011
|
12/25/2011
|
$181,380,566.00
|
|
12/25/2011
|
1/25/2012
|
$176,465,592.00
|
|
1/25/2012
|
2/25/2012
|
$171,649,259.00
|
|
2/25/2012
|
3/25/2012
|
$166,932,048.00
|
|
3/25/2012
|
4/25/2012
|
$162,314,279.00
|
|
4/25/2012
|
5/25/2012
|
$157,796,045.00
|
|
5/25/2012
|
6/25/2012
|
$153,377,233.00
|
|
6/25/2012
|
7/25/2012
|
$149,057,541.00
|
|
7/25/2012
|
8/25/2012
|
$144,836,500.00
|
|
8/25/2012
|
9/25/2012
|
$140,713,484.00
|
Page
21 of 21
|
9/25/2012
|
10/25/2012
|
$136,687,732.00
|
|
10/25/2012
|
11/25/2012
|
$132,758,357.00
|
|
11/25/2012
|
12/25/2012
|
$128,924,363.00
|
|
12/25/2012
|
1/25/2012
|
$125,184,654.00
|
|
1/25/2013
|
2/25/2013
|
$121,538,047.00
|
|
2/25/2013
|
3/25/2013
|
$117,983,282.00
|
|
3/25/2013
|
4/25/2013
|
$114,519,032.00
|
|
4/25/2013
|
5/25/2013
|
$111,143,909.00
|
|
5/25/2013
|
6/25/2013
|
$107,856,476.00
|
|
6/25/2013
|
7/25/2013
|
$104,655,254.00
|
|
7/25/2013
|
8/25/2013
|
$101,538,726.00
|
|
8/25/2013
|
9/25/2013
|
$98,505,344.00
|
|
9/25/2013 and thereafter
|
$0.00
|
|
