Exhibit 99.4
XXXXXX XXXXXXX
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Date: January 31, 2006
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
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Re: Cap Ref. No. KQBBO, Class 1-A-1 and Class 1-A-2
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Xxxxxx Xxxxxxx Capital
Services Inc. and Xxxxx Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of January 1, 2006,
among Xxxxxx Xxxxxxx Capital I Inc. (the "Depositor"), the Securities
Administrator as master servicer and securities administrator and LaSalle Bank
National Association as trustee (the "Trustee"), on the Trade Date specified
below (the "Transaction"). This letter agreement constitutes a "Confirmation"
as referred to in the ISDA Master Agreement below.
The definitions and provisions contained in the 2000 ISDA Definitions
(as published by the International Swaps and Derivatives Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will
govern.
1. This Confirmation evidences a complete, binding agreement between you
and us as to the terms of the Transaction to which this Confirmation relates.
In addition, this Confirmation supplements, forms a part of, and is subject to
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border), with such modifications as are specified herein, as if we had
executed an Agreement in such form on the Trade Date of the first such
Transaction between us (the "Agreement"). All provisions contained or
incorporated by reference in the Agreement shall govern this Confirmation
except as expressly modified below. In the event of any inconsistency between
the provisions of that Agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Xxxxxx Xxxxxxx Capital Services Inc.
Party A Credit Support: Payments guaranteed by Xxxxxx Xxxxxxx
Party B: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR
Trade Date: January 26, 2006
Notional Amount: See Schedule A attached hereto
Effective Date: February 25, 2006
Termination Date: October 25, 2014
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Fixed Amounts:
-------------
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Date: January 30, 2006
Fixed Amount: USD $1,600,000 (Party A hereby acknowledges receipt of payment in full of
this amount)
Floating Amounts:
----------------
Floating Amount: The product of (a) the Floating Rate,(b) the Floating Rate Day Count
Fraction, (c) the "Notional Amount" (as set forth in Schedule A hereto
for the related Floating Rate Payer Payment Date) and (d) the
"Multiplier" (as set forth in Schedule A hereto for the related Floating
Rate Payer Period End Date).
Floating Rate Payer: Party A
Strike Rate: For the Calculation Period related to a Floating Rate Payer Payment Date, the
"Strike Rate" (as set forth in Schedule A hereto for such Floating Rate
Payer Period End Date).
Floating Rate Payer Payment Dates: Early Payment -- For each Calculation Period, the first Business Day prior to
each Floating Rate Payer Period End Date.
Floating Rate Payer Period End Date(s): The 25th of each month in each year from (and including) March 25, 2006
to (and including) the Termination Date with no adjustment to Period End
Dates.
For the avoidance of doubt, the initial Calculation Period will accrue
from and including the Effective Date to but excluding March 25, 2006
and that the final Calculation Period will accrue from and including
September 25, 2014 to but excluding the Termination Date.
Floating Rate: For the Calculation Period related to a Floating Rate Payer Payment
Date, the excess, if any, of (x) the lesser of (a) USD-LIBOR-BBA with a
Designated Maturity of 1 month and (b) the "Ceiling Rate" (as set forth
in Schedule A hereto for the related Floating Rate Payer Period End
Date) over (y) the Strike Rate.
Floating Rate Day Count Fraction: 30/360
Reset Dates: The first day of Each Calculation Period.
Compounding: Inapplicable
Business Days: New York
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Calculation Agent: Party A; provided, however, that if an Event of Default occurs with
respect to Party A, then Party B shall be entitled to appoint a
financial institution which would qualify as a Reference Market-maker to
act as Calculation Agent.
3. Account Details:
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Xxxxxx Xxxxxxx Capital Services Inc.
Account No. 0000 0000
Operations Contact: Xxxx Xxxxxx
Tel 000 000-0000
Fax 000 000-0000
Payments to Party B: Xxxxx Fargo Bank, National Association
ABA No. 000-000-000
Account Name: Corporate Trust Clearing
Account No. 3970771416 for further credit to 50890501,
MSM 2006-1AR
Ref: MSM 2006-1AR, Class 1-A-1 and Class 1-A-2
4. Modifications to the Agreement:
The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:
(a) "Cross Default" applies to Party A but not to Party B.
(b) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Agreement if Party B has satisfied in full all of its payment
obligations under Section 2(a)(i) of the Agreement, then unless Party A
is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of such
payment, (a) the occurrence of an event described in Section 5(a) of the
Agreement with respect to Party B shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a
result of a Termination Event set forth in either Section 5(b)(i) or
Section 5(b)(ii) of the Agreement with respect to Party A as the
Affected Party or Section 5(b)(iii) of the Agreement with respect to
Party A as the Burdened Party. For purposes of the Transaction to which
this Confirmation relates, Party B's only obligation under Section
2(a)(i) of the Agreement is to pay the Fixed Amount on the Fixed Rate
Payer Payment Date.
(c) "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
the equivalent in another currency, currency unit or combination
thereof).
(d) Payments on Early Termination. "Market Quotation" and "Second Method"
will apply for the purpose of Section 6(e) of this Agreement.
(e) "Termination Currency" means United States Dollars.
(f) Party A and Party B Payer Tax Representations. For the purpose of
Section 3(e), each of Party A and Party B makes the following
representation:
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)) to be made by it to the other
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party under this Agreement. In making this representation, it may rely
on (i) the accuracy of any representation made by the other party
pursuant to Section 3(f); (ii) the satisfaction of the agreement of the
other party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy
and effectiveness of any document provided by the other party pursuant
to Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d), 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 to its legal or
commercial position.
(g) Payee Tax Representations
(i) For the purpose of Section 3(f), Party A makes the following
representation:
It is a corporation duly organized and incorporated under the laws
of the State of Delaware and is not a foreign corporation for
United States tax purposes.
(ii) For the purpose of Section 3(f), Party B makes the following
representation:
It is a trust duly formed under the laws of the State of New York
and is not a foreign corporation for United States tax purposes.
(h) Governing Law; Jurisdiction. This Agreement, each Credit Support
Document and each Confirmation will be governed by and construed in
accordance with the laws of the State of New York, without reference to
choice of law doctrine. Section 13(b) is amended by: (1) deleting "non-"
from the second line of clause (i); and (2) deleting the final
paragraph.
(i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect
of any Proceedings relating to this Agreement or any Credit Support
Document.
(j) "Affiliate" has the meaning specified in Section 14, but excludes Xxxxxx
Xxxxxxx Derivative Products Inc.
(k) Additional Representations. Section 3 is hereby amended by adding at the
end thereof the following Subparagraphs:
(i) It is an "eligible contract participant" within the meaning of
Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
amended by the Commodity Futures Modernization Act of 2000.
(ii) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of
its business.
(iii) It is entering into this Agreement, any Credit Support Document to
which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and
not as agent or in any other capacity, fiduciary or otherwise).
(iv) ERISA Representation. It continuously represents that it is not
(i) an employee benefit plan (hereinafter an "ERISA Plan"), as
defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), subject to Title I of ERISA or
a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended, or subject to any other statute, regulation,
procedure or restriction that is materially similar to Section 406
of ERISA or Section 4975 of the Code (together with ERISA Plans,
"Plans"), (ii) a person acting on behalf of a Plan or (iii) a
person any of the assets of whom constitute assets of a Plan,
unless its entry into and performance under this agreement satisfy
the requirements for exemptive relief under Prohibited
Transactions Exemption 90-24, as amended. It will provide notice
to the other party in the event that it is aware that it is in
breach of any aspect of this representation or is aware that with
the
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passing of time, giving of notice or expiry of any applicable
grace period it will breach this representation.
(l) Relationship Between Parties. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. In the case of Party A, it is acting for its own
account, and in the case of Party B, it is acting as Trustee.
Party A has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from
such advisers as it has deemed necessary and, with respect to
Party B, as directed under the PSA. It is not relying on any
communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
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 that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. Party A and Party B are not acting as a
fiduciary for or an adviser to each other in respect of that
Transaction.
(iv) Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and
delivered by Xxxxx Fargo Bank, National Association, not in its
individual capacity but solely as Securities Administrator on
behalf of the Trustee under the PSA in the exercise of the powers
and authority conferred to and vested in it thereunder, (ii) each
of the representations, undertakings and agreements herein made on
behalf of the trust created under the PSA is made and intended not
as personal representation, undertaking or agreement of the
Securities Administrator, but is made and intended for the purpose
of binding only such trust and (iii) under no circumstances shall
Xxxxx Fargo Bank, National Association 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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(m) Addresses for Notices. For the purpose of Section 12(a):
(i) Address for notices or communications to Party A:
Xxxxxx Xxxxxxx Capital Services Inc.
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Facsimile No.: 000-000-0000
(ii) Address for notices or communications to Party B:
Address: Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MSM 2006-1AR
Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000
(n) 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 provisions for Set-Off set
fort in Section 6(e) of the Agreement shall not apply for purposes of
this Transaction.
(o) Notices. Section 12(a) is amended by adding in the third line thereof
after the phrase "messaging system" and before the ")" the words, ";
provided, however, any such notice or other communication may be given
by facsimile transmission if telex is unavailable, no telex number is
supplied to the party providing notice, or if answer back confirmation
is not received from the party to whom the telex is sent."
(p) Obligations. Section 2 is amended by adding the following to the end
thereof:
"(f) Party B shall deliver or cause to be delivered to Party A IRS Form
W-9 (or successor thereto) as soon as is practicable after the Effective
Date."
(q) Covenant to Provide Additional Hedge Counterparty Information. If
requested by the Depositor for the purpose of compliance with Item
1115(b) of Regulation AB with respect to any Transaction under this
Agreement, Party A shall upon five days written notice either (A) (a)
provide the financial data required by Item 1115(b)(1) or (b)(2) of
Regulation AB (as specified by the Depositor to Party A) with respect to
Party A (or any entity that guarantees Party A) and any affiliated
entities providing derivative instruments to Party B (the "Company
Financial Information"), in a form appropriate for use in the Prospectus
Supplement and in an XXXXX-compatible form; (b) if applicable, cause its
accountants to issue their consent to filing or incorporation by
reference of such financial statements in the Exchange Act Reports of
Party B and (c) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information as
required under Item 1115(b) of Regulation AB to the Depositor in an
XXXXX-compatible form and if applicable, cause its accountants to issue
their consent to filing or incorporation by reference of such financial
statements in the Exchange Act Reports of Party A or (B) assign this
Agreement as provided below.
It shall be an Additional Termination Event, with Party A the sole
Affected Party, if Party A has failed to deliver any Company Financial
Information when and as required under this Part 4(q) hereof, which
continues unremedied for the lesser of ten calendar days after the date
on which such information, report, certification or accountants' consent
was required to be delivered or such period in which the applicable
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Exchange Act Report for which such information is required can be timely
filed (without taking into account any extensions permitted to be
filed), and Party A has not, at its own cost, within the period in which
the applicable Exchange Act Report for which such information is
required can be timely filed caused another entity (which meets any
ratings related requirement of the applicable rating agencies at such
time) to replace Party A as party to this Agreement that (i) has agreed
to deliver any information, report, certification or accountants'
consent when and as required under this Part 4(q) hereof, (ii) satisfies
the requirements of each Rating Agency and (iv) is approved by the
Depositor (which approval shall not be unreasonably withheld).
As used in this Agreement the following words shall have the following
meanings:
"Depositor" shall mean Xxxxxx Xxxxxxx Capital I Inc.
"XXXXX" shall mean the Commission's Electronic Data Gathering, Analysis
and Retrieval system.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder
"Exchange Act Reports" shall mean all Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to
be filed with respect to Party B pursuant to the Exchange Act.
"Prospectus Supplement" shall mean the prospectus supplement prepared in
connection with the public offering and sale of the Offered
Certificates.
"Rating Agency" shall mean each of Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors Service, Inc. If any
such organization or a successor is no longer in existence, "Rating
Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee.
References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
"Regulation AB" shall mean the Asset Backed Securities Regulation AB, 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us.
Best Regards,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual capacity but solely
as Securities Administrator on behalf of XXXXXX XXXXXXX
MORTGAGE LOAN TRUST 2006-1AR
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
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Schedule A
Class 1-A-1 and Class 1-A-2
Interest Rate Cap Schedule
Floating Rate Notional
Payer Amount
Period End Date ($) Multiplier Strike Rate (%) Ceiling Rate (%)
----------------------------- --------------- ----------------- ----------------- --------------------
March 25, 2006............... 4,217,771.63 100.00 5.837 11.220
April 25, 2006............... 4,128,454.00 100.00 5.833 11.220
May 25, 2006................. 4,039,496.46 100.00 5.894 11.220
June 25, 2006................ 3,950,899.09 100.00 5.950 11.220
July 25, 2006................ 3,862,668.50 100.00 5.969 11.220
August 25, 2006.............. 3,774,804.00 100.00 5.954 11.220
September 25, 2006........... 3,687,315.11 100.00 5.938 11.220
October 25, 2006............. 3,600,233.27 100.00 5.921 11.220
November 25, 2006............ 3,513,592.40 100.00 5.975 11.220
December 25, 2006............ 3,428,551.38 100.00 5.975 11.220
January 25, 2007............. 3,345,397.89 100.00 5.974 11.220
February 25, 2007............ 3,264,082.30 100.00 5.956 11.220
March 25, 2007............... 3,184,578.26 100.00 5.938 11.220
April 25, 2007............... 3,106,845.08 100.00 5.918 11.220
May 25, 2007................. 3,030,843.04 100.00 5.977 11.220
June 25, 2007................ 2,956,533.50 100.00 5.973 11.220
July 25, 2007................ 2,883,882.40 100.00 5.966 11.220
August 25, 2007.............. 2,812,846.64 100.00 5.947 11.220
September 25, 2007........... 2,743,391.68 100.00 5.928 11.220
October 25, 2007............. 2,675,482.10 100.00 5.915 11.220
November 25, 2007............ 2,609,081.49 100.00 5.981 11.220
December 25, 2007............ 2,544,157.87 100.00 5.986 11.220
January 25, 2008............. 2,480,682.69 100.00 5.997 11.220
February 25, 2008............ 2,418,622.69 100.00 5.982 11.220
March 25, 2008............... 2,357,942.17 100.00 5.967 11.220
April 25, 2008............... 2,298,610.24 100.00 5.953 11.220
May 25, 2008................. 2,240,597.01 100.00 5.964 11.220
June 25, 2008................ 2,183,872.72 100.00 5.956 11.220
July 25, 2008................ 2,128,410.73 100.00 5.953 11.220
August 25, 2008.............. 2,074,180.82 100.00 5.946 11.220
September 25, 2008........... 2,021,155.50 100.00 5.929 11.220
October 25, 2008............. 1,969,307.45 100.00 5.986 11.220
November 25, 2008............ 1,918,601.59 100.00 6.139 11.220
December 25, 2008............ 1,872,771.19 100.00 6.450 11.220
January 25, 2009............. 1,828,006.15 100.00 6.465 11.220
February 25, 2009............ 1,784,276.04 100.00 6.449 11.220
March 25, 2009............... 1,745,161.62 100.00 6.435 11.220
April 25, 2009............... 1,706,912.18 100.00 6.424 11.220
May 25, 2009................. 1,669,508.55 100.00 6.424 11.220
June 25, 2009................ 1,632,931.72 100.00 6.422 11.220
July 25, 2009................ 1,597,163.22 100.00 6.411 11.220
August 25, 2009.............. 1,562,185.03 100.00 6.401 11.220
September 25, 2009........... 1,527,979.90 100.00 6.386 11.220
October 25, 2009............. 1,494,530.20 100.00 6.374 11.220
November 25, 2009............ 1,461,819.09 100.00 6.372 11.220
December 25, 2009............ 1,429,830.27 100.00 6.412 11.220
January 25, 2010............. 1,398,551.62 100.00 6.404 11.220
February 25, 2010............ 1,367,963.08 100.00 6.391 11.220
March 25, 2010............... 1,338,049.29 100.00 6.378 11.220
April 25, 2010............... 1,308,795.21 100.00 6.368 11.220
May 25, 2010................. 1,280,186.16 100.00 6.361 11.220
June 25, 2010................ 1,252,207.79 100.00 6.352 11.220
July 25, 2010................ 1,224,846.05 100.00 6.337 11.220
August 25, 2010.............. 1,198,087.24 100.00 6.367 11.220
September 25, 2010........... 1,171,913.91 100.00 6.353 11.220
October 25, 2010............. 1,146,317.14 100.00 6.354 11.220
November 25, 2010............ 1,121,286.30 100.00 7.095 11.220
December 25, 2010............ 1,096,810.51 100.00 8.988 11.220
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Floating Rate Notional
Payer Amount
Period End Date ($) Multiplier Strike Rate (%) Ceiling Rate (%)
----------------------------- --------------- ----------------- ----------------- --------------------
January 25, 2011............. 1,072,864.91 100.00 9.375 11.220
February 25, 2011............ 1,049,448.43 100.00 9.368 11.220
March 25, 2011............... 1,026,547.05 100.00 9.360 11.220
April 25, 2011............... 1,004,149.33 100.00 9.353 11.220
May 25, 2011................. 982,244.10 100.00 9.345 11.220
June 25, 2011................ 960,820.42 100.00 9.338 11.220
July 25, 2011................ 939,867.62 100.00 9.332 11.220
August 25, 2011.............. 919,375.25 100.00 9.325 11.220
September 25, 2011........... 899,333.09 100.00 9.317 11.220
October 25, 2011............. 879,731.18 100.00 9.310 11.220
November 25, 2011............ 860,559.74 100.00 9.302 11.220
December 25, 2011............ 841,809.23 100.00 9.295 11.220
January 25, 2012............. 823,470.34 100.00 9.287 11.220
February 25, 2012............ 805,533.94 100.00 9.280 11.220
March 25, 2012............... 787,991.12 100.00 9.272 11.220
April 25, 2012............... 770,833.17 100.00 9.265 11.220
May 25, 2012................. 754,051.55 100.00 9.257 11.220
June 25, 2012................ 737,637.96 100.00 9.250 11.220
July 25, 2012................ 721,584.23 100.00 9.242 11.220
August 25, 2012.............. 705,882.41 100.00 9.235 11.220
September 25, 2012........... 690,524.72 100.00 9.227 11.220
October 25, 2012............. 675,503.54 100.00 9.220 11.220
November 25, 2012............ 660,811.44 100.00 9.212 11.220
December 25, 2012............ 646,441.14 100.00 9.204 11.220
January 25, 2013............. 632,385.53 100.00 9.197 11.220
February 25, 2013............ 618,637.65 100.00 9.189 11.220
March 25, 2013............... 605,190.72 100.00 9.182 11.220
April 25, 2013............... 592,038.08 100.00 9.174 11.220
May 25, 2013................. 579,173.23 100.00 9.167 11.220
June 25, 2013................ 566,589.82 100.00 9.159 11.220
July 25, 2013................ 554,281.65 100.00 9.152 11.220
August 25, 2013.............. 542,242.63 100.00 9.144 11.220
September 25, 2013........... 530,466.83 100.00 9.137 11.220
October 25, 2013............. 518,948.44 100.00 9.129 11.220
November 25, 2013............ 507,681.79 100.00 9.121 11.220
December 25, 2013............ 496,661.32 100.00 9.114 11.220
January 25, 2014............. 485,881.62 100.00 9.106 11.220
February 25, 2014............ 475,337.36 100.00 9.099 11.220
March 25, 2014............... 465,023.38 100.00 9.091 11.220
April 25, 2014............... 454,934.59 100.00 9.084 11.220
May 25, 2014................. 445,066.03 100.00 9.076 11.220
June 25, 2014................ 435,412.86 100.00 9.069 11.220
July 25, 2014................ 425,970.34 100.00 9.061 11.220
August 25, 2014.............. 416,733.82 100.00 9.053 11.220
September 25, 2014........... 407,698.78 100.00 9.046 11.220
October 25, 2014............. 398,860.78 100.00 9.038 11.220
November 25, 2014
and thereafter............. 0.00 100.00 N/A N/A
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Date: January 31, 2006
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
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Re: Cap Ref. No. KQBAY, Class 1-A-3
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Xxxxxx Xxxxxxx Capital
Services Inc. and Xxxxx Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of January 1, 2006,
among Xxxxxx Xxxxxxx Capital I Inc. (the "Depositor"), the Securities
Administrator as master servicer and securities administrator and LaSalle Bank
National Association as trustee (the "Trustee"), on the Trade Date specified
below (the "Transaction"). This letter agreement constitutes a "Confirmation"
as referred to in the ISDA Master Agreement below.
The definitions and provisions contained in the 2000 ISDA Definitions
(as published by the International Swaps and Derivatives Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will
govern.
1. This Confirmation evidences a complete, binding agreement between you
and us as to the terms of the Transaction to which this Confirmation relates.
In addition, this Confirmation supplements, forms a part of, and is subject to
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border), with such modifications as are specified herein, as if we had
executed an Agreement in such form on the Trade Date of the first such
Transaction between us (the "Agreement"). All provisions contained or
incorporated by reference in the Agreement shall govern this Confirmation
except as expressly modified below. In the event of any inconsistency between
the provisions of that Agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Xxxxxx Xxxxxxx Capital Services Inc.
Party A Credit Support: Payments guaranteed by Xxxxxx Xxxxxxx
Party B: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR
Trade Date: January 26, 2006
Notional Amount: See Schedule A attached hereto
Effective Date: February 25, 2006
Termination Date: October 25, 2014
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Fixed Amounts:
-------------
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Date: January 30, 2006
Fixed Amount: USD $25,000 (Party A hereby acknowledges receipt of payment in full of
this amount)
Floating Amounts:
----------------
Floating Amount: The product of (a) the Floating Rate, (b) the Floating Rate Day Count
Fraction, (c) the "Notional Amount" (as set forth in Schedule A hereto
for the related Floating Rate Payer Payment Date) and (d) the
"Multiplier" (as set forth in Schedule A hereto for the related Floating
Rate Payer Period End Date).
Floating Rate Payer: Party A
Strike Rate: For the Calculation Period related to a Floating Rate Payer Payment
Date, the "Strike Rate" (as set forth in Schedule A hereto for such
Floating Rate Payer Period End Date).
Floating Rate Payer Payment Dates: Early Payment -- For each Calculation Period, the first Business Day
prior to each Floating Rate Payer Period End Date.
Floating Rate Payer Period End Date(s): The 25th of each month in each year from (and including) March 25, 2006
to (and including) the Termination Date with no adjustment to Period
End Dates.
For the avoidance of doubt, the initial Calculation Period will accrue
from and including the Effective Date to but excluding March 25, 2006
and that the final Calculation Period will accrue from and including
September 25, 2014 to but excluding the Termination Date.
Floating Rate: For the Calculation Period related to a Floating Rate Payer Payment
Date, the excess, if any, of (x) the lesser of (a) USD-LIBOR-BBA with a
Designated Maturity of 1 month and (b) the "Ceiling Rate" (as set forth
in Schedule A hereto for the related Floating Rate Payer Period End
Date) over (y) the Strike Rate.
Floating Rate Day Count Fraction: 30/360
Reset Dates: The first day of Each Calculation Period.
Compounding: Inapplicable
Business Days: New York
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Calculation Agent: Party A; provided, however, that if an Event of Default occurs with
respect to Party A, then Party B shall be entitled to appoint a
financial institution which would qualify as a Reference Market-maker to
act as Calculation Agent.
3. Account Details:
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Xxxxxx Xxxxxxx Capital Services Inc.
Account No. 0000 0000
Operations Contact: Xxxx Xxxxxx
Tel 000 000-0000
Fax 000 000-0000
Payments to Party B: Xxxxx Fargo Bank, National Association
ABA No. 000-000-000
Account Name: Corporate Trust Clearing
Account No. 3970771416 for further credit to 50890501,
MSM 2006-1AR
Ref: MSM 2006-1AR, Class 1-A-3
4. Modifications to the Agreement:
The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:
(a) "Cross Default" applies to Party A but not to Party B.
(b) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Agreement if Party B has satisfied in full all of its payment
obligations under Section 2(a)(i) of the Agreement, then unless Party A
is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of such
payment, (a) the occurrence of an event described in Section 5(a) of the
Agreement with respect to Party B shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a
result of a Termination Event set forth in either Section 5(b)(i) or
Section 5(b)(ii) of the Agreement with respect to Party A as the
Affected Party or Section 5(b)(iii) of the Agreement with respect to
Party A as the Burdened Party. For purposes of the Transaction to which
this Confirmation relates, Party B's only obligation under Section
2(a)(i) of the Agreement is to pay the Fixed Amount on the Fixed Rate
Payer Payment Date.
(c) "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
the equivalent in another currency, currency unit or combination
thereof).
(d) Payments on Early Termination. "Market Quotation" and "Second Method"
will apply for the purpose of Section 6(e) of this Agreement.
(e) "Termination Currency" means United States Dollars.
(f) Party A and Party B Payer Tax Representations. For the purpose of
Section 3(e), each of Party A and Party B makes the following
representation:
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)) to be made by it to the other
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party under this Agreement. In making this representation, it may rely
on (i) the accuracy of any representation made by the other party
pursuant to Section 3(f); (ii) the satisfaction of the agreement of the
other party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy
and effectiveness of any document provided by the other party pursuant
to Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d), 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 to its legal or
commercial position.
(g) Payee Tax Representations
(i) For the purpose of Section 3(f), Party A makes the following
representation:
It is a corporation duly organized and incorporated under the laws
of the State of Delaware and is not a foreign corporation for
United States tax purposes.
(ii) For the purpose of Section 3(f), Party B makes the following
representation:
It is a trust duly formed under the laws of the State of New York
and is not a foreign corporation for United States tax purposes.
(h) Governing Law; Jurisdiction. This Agreement, each Credit Support
Document and each Confirmation will be governed by and construed in
accordance with the laws of the State of New York, without reference to
choice of law doctrine. Section 13(b) is amended by: (1) deleting "non-"
from the second line of clause (i); and (2) deleting the final
paragraph.
(i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect
of any Proceedings relating to this Agreement or any Credit Support
Document.
(j) "Affiliate" has the meaning specified in Section 14, but excludes Xxxxxx
Xxxxxxx Derivative Products Inc.
(k) Additional Representations. Section 3 is hereby amended by adding at the
end thereof the following Subparagraphs:
(i) It is an "eligible contract participant" within the meaning of
Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
amended by the Commodity Futures Modernization Act of 2000.
(ii) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of
its business.
(iii) It is entering into this Agreement, any Credit Support Document to
which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and
not as agent or in any other capacity, fiduciary or otherwise).
(iv) ERISA Representation. It continuously represents that it is not
(i) an employee benefit plan (hereinafter an "ERISA Plan"), as
defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), subject to Title I of ERISA or
a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended, or subject to any other statute, regulation,
procedure or restriction that is materially similar to Section 406
of ERISA or Section 4975 of the Code (together with ERISA Plans,
"Plans"), (ii) a person acting on behalf of a Plan or (iii) a
person any of the assets of whom constitute assets of a Plan,
unless its entry into and performance under this agreement satisfy
the requirements for exemptive relief under Prohibited
Transactions Exemption 90-24, as amended. It will provide notice
to the other party in the event that it is aware that it is in
breach of any aspect of this representation or is aware that with
the
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passing of time, giving of notice or expiry of any applicable
grace period it will breach this representation.
(l) Relationship Between Parties. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. In the case of Party A, it is acting for its own
account, and in the case of Party B, it is acting as Trustee.
Party A has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from
such advisers as it has deemed necessary and, with respect to
Party B, as directed under the PSA. It is not relying on any
communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
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 that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. Party A and Party B are not acting as a
fiduciary for or an adviser to each other in respect of that
Transaction.
(iv) Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and
delivered by Xxxxx Fargo Bank, National Association, not in its
individual capacity but solely as Securities Administrator on
behalf of the Trustee under the PSA in the exercise of the powers
and authority conferred to and vested in it thereunder, (ii) each
of the representations, undertakings and agreements herein made on
behalf of the trust created under the PSA is made and intended not
as personal representation, undertaking or agreement of the
Securities Administrator, but is made and intended for the purpose
of binding only such trust and (iii) under no circumstances shall
Xxxxx Fargo Bank, National Association 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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(m) Addresses for Notices. For the purpose of Section 12(a):
(i) Address for notices or communications to Party A:
Xxxxxx Xxxxxxx Capital Services Inc.
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Facsimile No.: 000-000-0000
(ii) Address for notices or communications to Party B:
Address: Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MSM 2006-1AR
Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000
(n) 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 provisions for Set-Off set
fort in Section 6(e) of the Agreement shall not apply for purposes of
this Transaction.
(o) Notices. Section 12(a) is amended by adding in the third line thereof
after the phrase "messaging system" and before the ")" the words, ";
provided, however, any such notice or other communication may be given
by facsimile transmission if telex is unavailable, no telex number is
supplied to the party providing notice, or if answer back confirmation
is not received from the party to whom the telex is sent."
(p) Obligations. Section 2 is amended by adding the following to the end
thereof:
"(f) Party B shall deliver or cause to be delivered to Party A IRS Form
W-9 (or successor thereto) as soon as is practicable after the Effective
Date."
(q) Covenant to Provide Additional Hedge Counterparty Information. If
requested by the Depositor for the purpose of compliance with Item
1115(b) of Regulation AB with respect to any Transaction under this
Agreement, Party A shall upon five days written notice either (A) (a)
provide the financial data required by Item 1115(b)(1) or (b)(2) of
Regulation AB (as specified by the Depositor to Party A) with respect to
Party A (or any entity that guarantees Party A) and any affiliated
entities providing derivative instruments to Party B (the "Company
Financial Information"), in a form appropriate for use in the Prospectus
Supplement and in an XXXXX-compatible form; (b) if applicable, cause its
accountants to issue their consent to filing or incorporation by
reference of such financial statements in the Exchange Act Reports of
Party B and (c) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information as
required under Item 1115(b) of Regulation AB to the Depositor in an
XXXXX-compatible form and if applicable, cause its accountants to issue
their consent to filing or incorporation by reference of such financial
statements in the Exchange Act Reports of Party A or (B) assign this
Agreement as provided below.
It shall be an Additional Termination Event, with Party A the sole
Affected Party, if Party A has failed to deliver any Company Financial
Information when and as required under this Part 4(q) hereof, which
continues unremedied for the lesser of ten calendar days after the date
on which such information, report, certification or accountants' consent
was required to be delivered or such period in which the applicable
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Exchange Act Report for which such information is required can be timely
filed (without taking into account any extensions permitted to be
filed), and Party A has not, at its own cost, within the period in which
the applicable Exchange Act Report for which such information is
required can be timely filed caused another entity (which meets any
ratings related requirement of the applicable rating agencies at such
time) to replace Party A as party to this Agreement that (i) has agreed
to deliver any information, report, certification or accountants'
consent when and as required under this Part 4(q) hereof, (ii) satisfies
the requirements of each Rating Agency and (iv) is approved by the
Depositor (which approval shall not be unreasonably withheld).
As used in this Agreement the following words shall have the following
meanings:
"Depositor" shall mean Xxxxxx Xxxxxxx Capital I Inc.
"XXXXX" shall mean the Commission's Electronic Data Gathering, Analysis
and Retrieval system.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder
"Exchange Act Reports" shall mean all Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to
be filed with respect to Party B pursuant to the Exchange Act.
"Prospectus Supplement" shall mean the prospectus supplement prepared in
connection with the public offering and sale of the Offered
Certificates.
"Rating Agency" shall mean each of Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors Service, Inc. If any
such organization or a successor is no longer in existence, "Rating
Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee.
References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
"Regulation AB" shall mean the Asset Backed Securities Regulation AB, 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us.
Best Regards,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual capacity but solely
as Securities Administrator on behalf of XXXXXX XXXXXXX
MORTGAGE LOAN TRUST 2006-1AR
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
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Schedule A
Class 1-A-3
Interest Rate Cap Schedule
Floating Rate Notional
Payer Amount
Period End Date ($) Multiplier Strike Rate (%) Ceiling Rate (%)
----------------------------- --------------- ----------------- ------------------ ----------------------
March 25, 2006............... 29,375.35 100.00 5.863 11.080
April 25, 2006............... 28,753.28 100.00 5.868 11.080
May 25, 2006................. 28,133.72 100.00 5.938 11.080
June 25, 2006................ 27,516.67 100.00 6.131 11.080
July 25, 2006................ 26,902.18 100.00 6.182 11.080
August 25, 2006.............. 26,290.23 100.00 6.184 11.080
September 25, 2006........... 25,680.90 100.00 6.182 11.080
October 25, 2006............. 25,074.41 100.00 6.181 11.080
November 25, 2006............ 24,470.98 100.00 6.244 11.080
December 25, 2006............ 23,878.70 100.00 6.257 11.080
January 25, 2007............. 23,299.56 100.00 6.281 11.080
February 25, 2007............ 22,733.23 100.00 6.279 11.080
March 25, 2007............... 22,179.51 100.00 6.278 11.080
April 25, 2007............... 21,638.12 100.00 6.277 11.080
May 25, 2007................. 21,108.80 100.00 6.342 11.080
June 25, 2007................ 20,591.25 100.00 6.351 11.080
July 25, 2007................ 20,085.26 100.00 6.360 11.080
August 25, 2007.............. 19,590.52 100.00 6.358 11.080
September 25, 2007........... 19,106.79 100.00 6.357 11.080
October 25, 2007............. 18,633.83 100.00 6.359 11.080
November 25, 2007............ 18,171.37 100.00 6.424 11.080
December 25, 2007............ 17,719.20 100.00 6.441 11.080
January 25, 2008............. 17,277.11 100.00 6.465 11.080
February 25, 2008............ 16,844.89 100.00 6.463 11.080
March 25, 2008............... 16,422.27 100.00 6.461 11.080
April 25, 2008............... 16,009.04 100.00 6.461 11.080
May 25, 2008................. 15,605.00 100.00 6.523 11.080
June 25, 2008................ 15,209.93 100.00 6.536 11.080
July 25, 2008................ 14,823.66 100.00 6.551 11.080
August 25, 2008.............. 14,445.97 100.00 6.558 11.080
September 25, 2008........... 14,076.66 100.00 6.556 11.080
October 25, 2008............. 13,715.56 100.00 6.637 11.080
November 25, 2008............ 13,362.41 100.00 6.862 11.080
December 25, 2008............ 13,043.22 100.00 7.172 11.080
January 25, 2009............. 12,731.44 100.00 7.202 11.080
February 25, 2009............ 12,426.88 100.00 7.199 11.080
March 25, 2009............... 12,154.46 100.00 7.196 11.080
April 25, 2009............... 11,888.07 100.00 7.194 11.080
May 25, 2009................. 11,627.56 100.00 7.197 11.080
June 25, 2009................ 11,372.82 100.00 7.197 11.080
July 25, 2009................ 11,123.70 100.00 7.195 11.080
August 25, 2009.............. 10,880.09 100.00 7.193 11.080
September 25, 2009........... 10,641.86 100.00 7.190 11.080
October 25, 2009............. 10,408.90 100.00 7.187 11.080
November 25, 2009............ 10,181.07 100.00 7.189 11.080
December 25, 2009............ 9,958.28 100.00 7.215 11.080
January 25, 2010............. 9,740.44 100.00 7.212 11.080
February 25, 2010............ 9,527.40 100.00 7.209 11.080
March 25, 2010............... 9,319.06 100.00 7.206 11.080
April 25, 2010............... 9,115.32 100.00 7.202 11.080
May 25, 2010................. 8,916.06 100.00 7.199 11.080
June 25, 2010................ 8,721.20 100.00 7.196 11.080
July 25, 2010................ 8,530.64 100.00 7.193 11.080
August 25, 2010.............. 8,344.27 100.00 7.217 11.080
September 25, 2010........... 8,161.98 100.00 7.214 11.080
October 25, 2010............. 7,983.71 100.00 7.224 11.080
November 25, 2010............ 7,809.38 100.00 7.812 11.080
December 25, 2010............ 7,638.91 100.00 8.848 11.080
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Floating Rate Notional
Payer Amount
Period End Date ($) Multiplier Strike Rate (%) Ceiling Rate (%)
----------------------------- --------------- ----------------- ------------------ ----------------------
January 25, 2011............. 7,472.14 100.00 9.235 11.080
February 25, 2011............ 7,309.05 100.00 9.228 11.080
March 25, 2011............... 7,149.55 100.00 9.220 11.080
April 25, 2011............... 6,993.56 100.00 9.213 11.080
May 25, 2011................. 6,841.00 100.00 9.205 11.080
June 25, 2011................ 6,691.79 100.00 9.198 11.080
July 25, 2011................ 6,545.86 100.00 9.192 11.080
August 25, 2011.............. 6,403.14 100.00 9.185 11.080
September 25, 2011........... 6,263.55 100.00 9.177 11.080
October 25, 2011............. 6,127.03 100.00 9.170 11.080
November 25, 2011............ 5,993.51 100.00 9.162 11.080
December 25, 2011............ 5,862.92 100.00 9.155 11.080
January 25, 2012............. 5,735.19 100.00 9.147 11.080
February 25, 2012............ 5,610.27 100.00 9.140 11.080
March 25, 2012............... 5,488.09 100.00 9.132 11.080
April 25, 2012............... 5,368.59 100.00 9.125 11.080
May 25, 2012................. 5,251.71 100.00 9.117 11.080
June 25, 2012................ 5,137.40 100.00 9.110 11.080
July 25, 2012................ 5,025.59 100.00 9.102 11.080
August 25, 2012.............. 4,916.23 100.00 9.095 11.080
September 25, 2012........... 4,809.27 100.00 9.087 11.080
October 25, 2012............. 4,704.65 100.00 9.080 11.080
November 25, 2012............ 4,602.33 100.00 9.072 11.080
December 25, 2012............ 4,502.24 100.00 9.064 11.080
January 25, 2013............. 4,404.35 100.00 9.057 11.080
February 25, 2013............ 4,308.60 100.00 9.049 11.080
March 25, 2013............... 4,214.95 100.00 9.042 11.080
April 25, 2013............... 4,123.34 100.00 9.034 11.080
May 25, 2013................. 4,033.75 100.00 9.027 11.080
June 25, 2013................ 3,946.11 100.00 9.019 11.080
July 25, 2013................ 3,860.38 100.00 9.012 11.080
August 25, 2013.............. 3,776.54 100.00 9.004 11.080
September 25, 2013........... 3,694.52 100.00 8.997 11.080
October 25, 2013............. 3,614.30 100.00 8.989 11.080
November 25, 2013............ 3,535.83 100.00 8.981 11.080
December 25, 2013............ 3,459.08 100.00 8.974 11.080
January 25, 2014............. 3,384.00 100.00 8.966 11.080
February 25, 2014............ 3,310.56 100.00 8.959 11.080
March 25, 2014............... 3,238.73 100.00 8.951 11.080
April 25, 2014............... 3,168.47 100.00 8.944 11.080
May 25, 2014................. 3,099.73 100.00 8.936 11.080
June 25, 2014................ 3,032.50 100.00 8.929 11.080
July 25, 2014................ 2,966.74 100.00 8.921 11.080
August 25, 2014.............. 2,902.41 100.00 8.913 11.080
September 25, 2014........... 2,839.48 100.00 8.906 11.080
October 25, 2014............. 2,777.93 100.00 8.898 11.080
November 25, 2014
and thereafter............. 0.00 100.00 N/A N/A
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Date: January 31, 2006
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
-----------------------------------------------------------------------------------------------------------------------------------
Re: Cap Ref. No. KQBAZ, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class 1-M-5, Class 1-M-6, Class 1-B-1, Class 1-B-2 and Class 1-B-3
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Xxxxxx Xxxxxxx Capital
Services Inc. and Xxxxx Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of January 1, 2006,
among Xxxxxx Xxxxxxx Capital I Inc. (the "Depositor"), the Securities
Administrator as master servicer and securities administrator and LaSalle Bank
National Association as trustee (the "Trustee"), on the Trade Date specified
below (the "Transaction"). This letter agreement constitutes a "Confirmation"
as referred to in the ISDA Master Agreement below.
The definitions and provisions contained in the 2000 ISDA Definitions
(as published by the International Swaps and Derivatives Association, Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and this Confirmation, this Confirmation will
govern.
1. This Confirmation evidences a complete, binding agreement between you
and us as to the terms of the Transaction to which this Confirmation relates.
In addition, this Confirmation supplements, forms a part of, and is subject to
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border), with such modifications as are specified herein, as if we had
executed an Agreement in such form on the Trade Date of the first such
Transaction between us (the "Agreement"). All provisions contained or
incorporated by reference in the Agreement shall govern this Confirmation
except as expressly modified below. In the event of any inconsistency between
the provisions of that Agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Xxxxxx Xxxxxxx Capital Services Inc.
Party A Credit Support: Payments guaranteed by Xxxxxx Xxxxxxx
Party B: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-1AR
Trade Date: January 26, 2006
Notional Amount: See Schedule A attached hereto
Effective Date: February 25, 2006
Termination Date: October 25, 2014
XXXXXX XXXXXXX
Fixed Amounts:
-------------
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Date: January 30, 2006
Fixed Amount: USD $100,000 (Party A hereby acknowledges receipt of payment in full of
this amount)
Floating Amounts:
----------------
Floating Amount: The product of (a) the Floating Rate, (b) the Floating Rate Day Count
Fraction, (c) the "Notional Amount" (as set forth in Schedule A hereto
for the related Floating Rate Payer Payment Date) and (d) the
"Multiplier" (as set forth in Schedule A hereto for the related Floating
Rate Payer Period End Date).
Floating Rate Payer: Party A
Strike Rate: For the Calculation Period related to a Floating Rate Payer Payment Date, the
"Strike Rate" (as set forth in Schedule A hereto for such Floating Rate
Payer Period End Date).
Floating Rate Payer Payment Dates: Early Payment -- For each Calculation Period, the first Business Day
prior to each Floating Rate Payer Period End Date.
Floating Rate Payer Period End Date(s): The 25th of each month in each year from (and including) March 25, 2006
to (and including) the Termination Date with no adjustment to Period End
Dates.
For the avoidance of doubt, the initial Calculation Period will accrue
from and including the Effective Date to but excluding March 25, 2006
and that the final Calculation Period will accrue from and including
September 25, 2014 to but excluding the Termination Date.
Floating Rate: For the Calculation Period related to a Floating Rate Payer Payment
Date, the excess, if any, of (x) the lesser of (a) USD-LIBOR-BBA with a
Designated Maturity of 1 month and (b) the "Ceiling Rate" (as set forth
in Schedule A hereto for the related Floating Rate Payer Period End
Date) over (y) the Strike Rate.
Floating Rate Day Count Fraction: 30/360
Reset Dates: The first day of Each Calculation Period.
Compounding: Inapplicable
Business Days: New York
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XXXXXX XXXXXXX
Calculation Agent: Party A; provided, however, that if an Event of Default occurs with
respect to Party A, then Party B shall be entitled to appoint a
financial institution which would qualify as a Reference Market-maker to
act as Calculation Agent.
3. Account Details:
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Xxxxxx Xxxxxxx Capital Services Inc.
Account No. 0000 0000
Operations Contact: Xxxx Xxxxxx
Tel 000 000-0000
Fax 000 000-0000
Payments to Party B: Xxxxx Fargo Bank, National Association
ABA No. 000-000-000
Account Name: Corporate Trust Clearing
Account No. 3970771416 for further credit to 50890501,
MSM 2006-1AR
Ref: MSM 2006-1AR, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class 1-M-5, Class 1-M-6, Class 1-B-1, Class 1-B-2 and Class 1-B-3
4. Modifications to the Agreement:
The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:
(a) "Cross Default" applies to Party A but not to Party B.
(b) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Agreement if Party B has satisfied in full all of its payment
obligations under Section 2(a)(i) of the Agreement, then unless Party A
is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of such
payment, (a) the occurrence of an event described in Section 5(a) of the
Agreement with respect to Party B shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a
result of a Termination Event set forth in either Section 5(b)(i) or
Section 5(b)(ii) of the Agreement with respect to Party A as the
Affected Party or Section 5(b)(iii) of the Agreement with respect to
Party A as the Burdened Party. For purposes of the Transaction to which
this Confirmation relates, Party B's only obligation under Section
2(a)(i) of the Agreement is to pay the Fixed Amount on the Fixed Rate
Payer Payment Date.
(c) "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
the equivalent in another currency, currency unit or combination
thereof).
(d) Payments on Early Termination. "Market Quotation" and "Second Method"
will apply for the purpose of Section 6(e) of this Agreement.
(e) "Termination Currency" means United States Dollars.
(f) Party A and Party B Payer Tax Representations. For the purpose of
Section 3(e), each of Party A and Party B makes the following
representation:
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XXXXXX XXXXXXX
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)) 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 representation made by the other party pursuant to
Section 3(f); (ii) the satisfaction of the agreement of the other party
contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d), 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 to its legal or
commercial position.
(g) Payee Tax Representations
(i) For the purpose of Section 3(f), Party A makes the following
representation:
It is a corporation duly organized and incorporated under the laws
of the State of Delaware and is not a foreign corporation for
United States tax purposes.
(ii) For the purpose of Section 3(f), Party B makes the following
representation:
It is a trust duly formed under the laws of the State of New York
and is not a foreign corporation for United States tax purposes.
(h) Governing Law; Jurisdiction. This Agreement, each Credit Support
Document and each Confirmation will be governed by and construed in
accordance with the laws of the State of New York, without reference to
choice of law doctrine. Section 13(b) is amended by: (1) deleting "non-"
from the second line of clause (i); and (2) deleting the final
paragraph.
(i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect
of any Proceedings relating to this Agreement or any Credit Support
Document.
(j) "Affiliate" has the meaning specified in Section 14, but excludes Xxxxxx
Xxxxxxx Derivative Products Inc.
(k) Additional Representations. Section 3 is hereby amended by adding at the
end thereof the following Subparagraphs:
(i) It is an "eligible contract participant" within the meaning of
Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
amended by the Commodity Futures Modernization Act of 2000.
(ii) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of
its business.
(iii) It is entering into this Agreement, any Credit Support Document to
which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and
not as agent or in any other capacity, fiduciary or otherwise).
(iv) ERISA Representation. It continuously represents that it is not
(i) an employee benefit plan (hereinafter an "ERISA Plan"), as
defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), subject to Title I of ERISA or
a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended, or subject to any other statute, regulation,
procedure or restriction that is materially similar to Section 406
of ERISA or Section 4975 of the Code (together with ERISA Plans,
"Plans"), (ii) a person acting on behalf of a Plan or (iii) a
person any of the assets of whom constitute assets of a Plan,
unless its entry into and
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XXXXXX XXXXXXX
performance under this agreement satisfy the requirements for
exemptive relief under Prohibited Transactions Exemption 90-24, as
amended. It will provide notice to the other party in the event
that it is aware that it is in breach of any aspect of this
representation or is aware that with the passing of time, giving
of notice or expiry of any applicable grace period it will breach
this representation.
(l) Relationship Between Parties. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. In the case of Party A, it is acting for its own
account, and in the case of Party B, it is acting as Trustee.
Party A has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from
such advisers as it has deemed necessary and, with respect to
Party B, as directed under the PSA. It is not relying on any
communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
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 that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. Party A and Party B are not acting as a
fiduciary for or an adviser to each other in respect of that
Transaction.
(iv) Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and
delivered by Xxxxx Fargo Bank, National Association, not in its
individual capacity but solely as Securities Administrator on
behalf of the Trustee under the PSA in the exercise of the powers
and authority conferred to and vested in it thereunder, (ii) each
of the representations, undertakings and agreements herein made on
behalf of the trust created under the PSA is made and intended not
as personal representation, undertaking or agreement of the
Securities Administrator, but is made and intended for the purpose
of binding only such trust and (iii) under no circumstances shall
Xxxxx Fargo Bank, National Association 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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XXXXXX XXXXXXX
(m) Addresses for Notices. For the purpose of Section 12(a):
(i) Address for notices or communications to Party A:
Xxxxxx Xxxxxxx Capital Services Inc.
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Facsimile No.: 000-000-0000
(ii) Address for notices or communications to Party B:
Address: Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MSM 2006-1AR
Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000
(n) 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 provisions for Set-Off set
fort in Section 6(e) of the Agreement shall not apply for purposes of
this Transaction.
(o) Notices. Section 12(a) is amended by adding in the third line thereof
after the phrase "messaging system" and before the ")" the words, ";
provided, however, any such notice or other communication may be given
by facsimile transmission if telex is unavailable, no telex number is
supplied to the party providing notice, or if answer back confirmation
is not received from the party to whom the telex is sent."
(p) Obligations. Section 2 is amended by adding the following to the end
thereof:
"(f) Party B shall deliver or cause to be delivered to Party A IRS Form
W-9 (or successor thereto) as soon as is practicable after the Effective
Date."
(q) Covenant to Provide Additional Hedge Counterparty Information. If
requested by the Depositor for the purpose of compliance with Item
1115(b) of Regulation AB with respect to any Transaction under this
Agreement, Party A shall upon five days written notice either (A) (a)
provide the financial data required by Item 1115(b)(1) or (b)(2) of
Regulation AB (as specified by the Depositor to Party A) with respect to
Party A (or any entity that guarantees Party A) and any affiliated
entities providing derivative instruments to Party B (the "Company
Financial Information"), in a form appropriate for use in the Prospectus
Supplement and in an XXXXX-compatible form; (b) if applicable, cause its
accountants to issue their consent to filing or incorporation by
reference of such financial statements in the Exchange Act Reports of
Party B and (c) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information as
required under Item 1115(b) of Regulation AB to the Depositor in an
XXXXX-compatible form and if applicable, cause its accountants to issue
their consent to filing or incorporation by reference of such financial
statements in the Exchange Act Reports of Party A or (B) assign this
Agreement as provided below.
It shall be an Additional Termination Event, with Party A the sole
Affected Party, if Party A has failed to deliver any Company Financial
Information when and as required under this Part 4(q) hereof, which
continues unremedied for the lesser of ten calendar days after the date
on which such information, report, certification or accountants' consent
was required to be delivered or such period in which the applicable
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XXXXXX XXXXXXX
Exchange Act Report for which such information is required can be timely
filed (without taking into account any extensions permitted to be
filed), and Party A has not, at its own cost, within the period in which
the applicable Exchange Act Report for which such information is
required can be timely filed caused another entity (which meets any
ratings related requirement of the applicable rating agencies at such
time) to replace Party A as party to this Agreement that (i) has agreed
to deliver any information, report, certification or accountants'
consent when and as required under this Part 4(q) hereof, (ii) satisfies
the requirements of each Rating Agency and (iv) is approved by the
Depositor (which approval shall not be unreasonably withheld).
As used in this Agreement the following words shall have the following
meanings:
"Depositor" shall mean Xxxxxx Xxxxxxx Capital I Inc.
"XXXXX" shall mean the Commission's Electronic Data Gathering, Analysis
and Retrieval system.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder
"Exchange Act Reports" shall mean all Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to
be filed with respect to Party B pursuant to the Exchange Act.
"Prospectus Supplement" shall mean the prospectus supplement prepared in
connection with the public offering and sale of the Offered
Certificates.
"Rating Agency" shall mean each of Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors Service, Inc. If any
such organization or a successor is no longer in existence, "Rating
Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee.
References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
"Regulation AB" shall mean the Asset Backed Securities Regulation AB, 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
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XXXXXX XXXXXXX
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us.
Best Regards,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual capacity but solely
as Securities Administrator on behalf of XXXXXX XXXXXXX
MORTGAGE LOAN TRUST 2006-1AR
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
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XXXXXX XXXXXXX
Schedule A
Junior LIBOR Certificates
Interest Rate Cap Schedule
Floating Rate Notional
Payer Amount
Period End Date ($) Multiplier Strike Rate (%) Ceiling Rate (%)
----------------------------- --------------- ---------------- ------------------ --------------------
March 25, 2006............... 260,058.05 100.00 5.663 10.880
April 25, 2006............... 260,005.60 100.00 5.668 10.880
May 25, 2006................. 259,952.65 100.00 5.738 10.880
June 25, 2006................ 259,899.21 100.00 5.931 10.880
July 25, 2006................ 259,845.82 100.00 5.982 10.880
August 25, 2006.............. 259,792.20 100.00 5.984 10.880
September 25, 2006........... 259,738.14 100.00 5.982 10.880
October 25, 2006............. 259,683.65 100.00 5.981 10.880
November 25, 2006............ 259,628.75 100.00 6.044 10.880
December 25, 2006............ 259,573.46 100.00 6.057 10.880
January 25, 2007............. 259,518.43 100.00 6.081 10.880
February 25, 2007............ 259,461.85 100.00 6.079 10.880
March 25, 2007............... 259,404.88 100.00 6.078 10.880
April 25, 2007............... 259,347.50 100.00 6.077 10.880
May 25, 2007................. 259,289.73 100.00 6.142 10.880
June 25, 2007................ 259,231.57 100.00 6.151 10.880
July 25, 2007................ 259,173.37 100.00 6.160 10.880
August 25, 2007.............. 259,114.61 100.00 6.158 10.880
September 25, 2007........... 259,055.43 100.00 6.157 10.880
October 25, 2007............. 258,995.84 100.00 6.159 10.880
November 25, 2007............ 258,935.65 100.00 6.224 10.880
December 25, 2007............ 258,875.04 100.00 6.241 10.880
January 25, 2008............. 258,814.48 100.00 6.265 10.880
February 25, 2008............ 258,753.91 100.00 6.263 10.880
March 25, 2008............... 258,692.90 100.00 6.261 10.880
April 25, 2008............... 258,631.46 100.00 6.261 10.880
May 25, 2008................. 258,569.61 100.00 6.323 10.880
June 25, 2008................ 258,507.33 100.00 6.336 10.880
July 25, 2008................ 258,444.87 100.00 6.351 10.880
August 25, 2008.............. 258,382.00 100.00 6.358 10.880
September 25, 2008........... 258,318.73 100.00 6.356 10.880
October 25, 2008............. 258,255.00 100.00 6.437 10.880
November 25, 2008............ 258,189.63 100.00 6.662 10.880
December 25, 2008............ 255,325.32 100.00 6.972 10.880
January 25, 2009............. 252,494.36 100.00 7.002 10.880
February 25, 2009............ 249,695.54 100.00 6.999 10.880
March 25, 2009............... 244,221.78 100.00 6.996 10.880
April 25, 2009............... 238,869.07 100.00 6.994 10.880
May 25, 2009................. 233,634.73 100.00 6.997 10.880
June 25, 2009................ 228,516.08 100.00 6.997 10.880
July 25, 2009................ 223,510.56 100.00 6.995 10.880
August 25, 2009.............. 218,615.63 100.00 6.993 10.880
September 25, 2009........... 213,828.89 100.00 6.990 10.880
October 25, 2009............. 209,147.87 100.00 6.987 10.880
November 25, 2009............ 204,570.20 100.00 6.989 10.880
December 25, 2009............ 200,093.62 100.00 7.015 10.880
January 25, 2010............. 195,716.41 100.00 7.012 10.880
February 25, 2010............ 191,435.78 100.00 7.009 10.880
March 25, 2010............... 187,249.58 100.00 7.006 10.880
April 25, 2010............... 183,155.70 100.00 7.002 10.880
May 25, 2010................. 179,152.09 100.00 6.999 10.880
June 25, 2010................ 175,236.73 100.00 6.996 10.880
July 25, 2010................ 171,407.67 100.00 6.993 10.880
August 25, 2010.............. 167,662.98 100.00 7.017 10.880
September 25, 2010........... 164,000.23 100.00 7.014 10.880
October 25, 2010............. 160,418.16 100.00 7.024 10.880
November 25, 2010............ 156,915.29 100.00 7.612 10.880
December 25, 2010............ 153,490.09 100.00 8.648 10.880
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Floating Rate Notional
Payer Amount
Period End Date ($) Multiplier Strike Rate (%) Ceiling Rate (%)
----------------------------- --------------- ---------------- ------------------ --------------------
January 25, 2011............. 150,139.09 100.00 9.035 10.880
February 25, 2011............ 146,862.14 100.00 9.028 10.880
March 25, 2011............... 143,657.27 100.00 9.020 10.880
April 25, 2011............... 140,522.88 100.00 9.013 10.880
May 25, 2011................. 137,457.42 100.00 9.005 10.880
June 25, 2011................ 134,459.34 100.00 8.998 10.880
July 25, 2011................ 131,527.16 100.00 8.992 10.880
August 25, 2011.............. 128,659.41 100.00 8.985 10.880
September 25, 2011........... 125,854.67 100.00 8.977 10.880
October 25, 2011............. 123,111.53 100.00 8.970 10.880
November 25, 2011............ 120,428.64 100.00 8.962 10.880
December 25, 2011............ 117,804.65 100.00 8.955 10.880
January 25, 2012............. 115,238.26 100.00 8.947 10.880
February 25, 2012............ 112,728.20 100.00 8.940 10.880
March 25, 2012............... 110,273.22 100.00 8.932 10.880
April 25, 2012............... 107,872.10 100.00 8.925 10.880
May 25, 2012................. 105,523.65 100.00 8.917 10.880
June 25, 2012................ 103,226.69 100.00 8.910 10.880
July 25, 2012................ 100,980.10 100.00 8.902 10.880
August 25, 2012.............. 98,782.75 100.00 8.895 10.880
September 25, 2012........... 96,633.56 100.00 8.887 10.880
October 25, 2012............. 94,531.46 100.00 8.880 10.880
November 25, 2012............ 92,475.42 100.00 8.872 10.880
December 25, 2012............ 90,464.41 100.00 8.864 10.880
January 25, 2013............. 88,497.43 100.00 8.857 10.880
February 25, 2013............ 86,573.52 100.00 8.849 10.880
March 25, 2013............... 84,691.73 100.00 8.842 10.880
April 25, 2013............... 82,851.12 100.00 8.834 10.880
May 25, 2013................. 81,050.79 100.00 8.827 10.880
June 25, 2013................ 79,289.84 100.00 8.819 10.880
July 25, 2013................ 77,567.40 100.00 8.812 10.880
August 25, 2013.............. 75,882.63 100.00 8.804 10.880
September 25, 2013........... 74,234.70 100.00 8.797 10.880
October 25, 2013............. 72,622.79 100.00 8.789 10.880
November 25, 2013............ 71,046.11 100.00 8.781 10.880
December 25, 2013............ 69,503.89 100.00 8.774 10.880
January 25, 2014............. 67,995.35 100.00 8.766 10.880
February 25, 2014............ 66,519.76 100.00 8.759 10.880
March 25, 2014............... 65,076.40 100.00 8.751 10.880
April 25, 2014............... 63,664.55 100.00 8.744 10.880
May 25, 2014................. 62,283.53 100.00 8.736 10.880
June 25, 2014................ 60,932.64 100.00 8.729 10.880
July 25, 2014................ 59,611.23 100.00 8.721 10.880
August 25, 2014.............. 58,318.65 100.00 8.713 10.880
September 25, 2014........... 57,054.27 100.00 8.706 10.880
October 25, 2014............. 55,817.46 100.00 8.698 10.880
November 25, 2014
and thereafter............. 0.00 100.00 N/A N/A
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