EX-10.1
2
bsmf6sl4_200611ex101.htm
NOVATION AGREEMENT DATED AS OF NOVEMBER 29, 2006, INCLUDING THE INTEREST RATE SWAP AGREEMENT, DATED NOVEMBER 29, 2006 AND THE CREDIT SUPPORT ANNEX, DATED NOVEMBER 29, 2006
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
212-272-4009
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DATE:
| |
November
29, 2006
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| | | |
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TO:
| |
LaSalle
Bank National Association, not individually, but solely as Trustee
on
behalf
of
the Supplemental Interest Trust with respect
to Bear Xxxxxxx Mortgage Funding
Trust
2006-SL4 Mortgage-Backed Certificates,
Series 0000-XX0
|
|
XXXXXXXXX:
| |
Global
Securities and Trust Services
|
|
TELEPHONE:
| |
000-000-0000
|
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FACSIMILE:
| |
000-000-0000
|
| | | |
|
FROM:
| |
Derivatives
Documentation
|
|
TELEPHONE:
| |
000-000-0000
|
|
FACSIMILE:
| |
000-000-0000
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| | | |
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RE:
| |
Novation
Confirmation
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REFERENCE
NUMBER(S):
FXNSC8957-CXNS205195
The
purpose of this letter is to confirm the terms and conditions of the Novation
Transaction entered into between the parties and effective from the Novation
Date specified below. This Novation Confirmation constitutes a “Confirmation” as
referred to in the New Agreement specified below.
1.
The
definitions and provisions contained in the 2004 ISDA Novation Definitions
(the
“Definitions”) and the terms and provisions of the 2000 ISDA
Definitions,
as
published by the International Swaps and Derivatives Association, Inc. and
amended from time to time, are incorporated in this Novation Confirmation.
In
the event of any inconsistency between (i) the Definitions, (ii) the 2000 ISDA
Definitions and/or (iii) the
Novation Agreement and this Novation Confirmation,
this Novation Confirmation will govern.
2. The
terms
of the Novation Transaction to which this Novation Confirmation relates are
as
follows:
| |
Novation
Trade Date:
|
November
29, 2006
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|
|
Novation
Date:
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November
29, 2006
|
|
|
Novated
Amount:
|
USD
3,004,711.90
|
|
|
Transferor:
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BearBear
Xxxxxxx Capital Markets Inc
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|
|
Transferee:
|
BearBear
Xxxxxxx Financial Products Inc.
|
|
|
Remaining
Party:
|
LaSalle
Bank National Association, not individually, but solely as Trustee
on
behalf of the Supplemental Interest Trust with respect to Bear
Xxxxxxx
Mortgage Funding Trust 2006-SL4 Mortgage-Backed Certificates, Series
2006-SL4
|
|
|
New
Agreement (between Transferee and Remaining Party):
|
The
Master Agreement as defined in the New
Confirmation
|
3.
The
terms
of the Old Transaction to which this Novation Confirmation relates, for
identification purposes, are as follows:
| |
Trade
Date of Old Transaction:
|
November
6, 2006
|
| |
Effective
Date of Old Transaction:
|
November
10, 2006
|
| |
Termination
Date of Old Transaction:
|
July
25, 2010
|
4.
The
terms
of the New Transaction to which this Novation Confirmation relates shall be
as
specified in the New Confirmation
attached hereto as Exhibit A including the Credit Support Annex attached hereto
as Annex A.
| |
Full
First Calculation Period:
|
Applicable
|
5. Offices:
| |
Transferor:
|
Not
Applicable
|
| |
Transferee:
|
Not
Applicable
|
| |
Remaining
Party:
|
Not
Applicable
|
The
parties confirm their acceptance to be bound by this Novation Confirmation
as of
the Novation Date by executing a copy of this Novation Confirmation and
returning a facsimile of the fully-executed Novation Confirmation to
000-000-0000.
The
Transferor, by its execution of a copy of this Novation Confirmation, agrees
to
the terms of the Novation Confirmation as it relates to the Old Transaction.
The
Transferee, by its execution of a copy of this Novation Confirmation, agrees
to
the terms of the Novation Confirmation as it relates to the New Transaction.
For
inquiries regarding U.S. Transactions, please contact Derivatives
Documentation
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation by
telephone at 000-0-000-0000.
|
Bear
Xxxxxxx Financial Products Inc.
By:
/s/ Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
Authorized Signatory
Date:
November 29, 2006
|
Bear
Xxxxxxx Capital Markets
By:
/s/ Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Authorized Signatory
Date:
November 29, 2006
|
| | |
|
LaSalle
Bank National Association, not individually, but solely as Trustee
on
behalf of the Supplemental Interest Trust with respect to Bear Xxxxxxx
Mortgage Funding Trust 2006-SL4 Mortgage-Backed Certificates, Series
2006-SL4
By:
/s/ Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Vice President
Date:
November 29, 2006
| |
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
212-272-4009
Exhibit
A
|
DATE:
| |
November
29, 2006
|
| | | |
|
TO:
| |
LaSalle
Bank National Association, not individually, but solely as Trustee
on
behalf
of the Supplemental Interest Trust with respect to Bear
Xxxxxxx
Mortgage
Funding Trust 2006-SL4 Mortgage-Backed Certificates, Series
0000-XX0
|
|
XXXXXXXXX:
| |
Global
Securities and Trust Services
|
|
TELEPHONE:
| |
000-000-0000
|
|
FACSIMILE:
| |
000-000-0000
|
| | | |
|
FROM:
| |
Derivatives
Documentation
|
|
TELEPHONE:
| |
000-000-0000
|
|
FACSIMILE:
| |
000-000-0000
|
| | | |
|
SUBJECT:
| |
Fixed
Income Derivatives Confirmation and
Agreement
|
REFERENCE
NUMBER: FXNSC8957
The
purpose of this long-form confirmation (“Confirmation”)
is to
confirm the terms and conditions of the current Transaction entered into
on the
Trade Date specified below (the “Transaction”)
between
Bear Xxxxxxx Financial Products Inc. (“Party
A”) and
LaSalle Bank National Association, not individually, but solely as trustee
(the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
trust with respect to the Bear Xxxxxxx Mortgage Funding Trust 2006-SL4
Mortgage-Backed Certificates, Series 2006-SL4 (the “Supplemental Interest
Trust”) (“Party
B”)
created
under the Pooling and Servicing Agreement, dated as of October 1, 2006,
among
Bear Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability
company, as depositor (the “Depositor”), EMC Mortgage Corporation, a Delaware
corporation, as seller (in such capacity, the “Seller”) and as master servicer
(in such capacity, the “Master Servicer”), and LaSalle Bank National
Association, a national banking association (the “Trustee”).
(the
“Pooling
and Servicing Agreement”).
This
Confirmation evidences a complete and binding agreement between you and
us to
enter into the Transaction on the terms set forth below and replaces any
previous agreement between us with respect to the subject matter hereof.
This
Confirmation constitutes a “Confirmation”
and also
constitutes a “Schedule”
as
referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
Support
Annex to the Schedule.
| 1. |
This
Confirmation shall supplement, form a part of, and be subject to
an
agreement in the form of the ISDA Master Agreement (Multicurrency
- Cross
Border) as published and copyrighted in 1992 by the International
Swaps
and Derivatives Association, Inc. (the “ISDA
Master Agreement”),
as if Party A and Party B had executed an agreement in such form
on the
date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
Subject
to New York Law Only version) as published and copyrighted in 1994
by the
International Swaps and Derivatives Association, Inc., with Paragraph
13
thereof as set forth in Annex A hereto (the “Credit
Support Annex”).
For the avoidance of doubt, the Transaction described herein shall
be the
sole Transaction governed by such ISDA Master Agreement. In the
event of
any inconsistency among any of the following documents, the relevant
document first listed shall govern: (i) this Confirmation, exclusive
of
the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
the
provisions set forth in Item 3 hereof, which are incorporated by
reference
into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
and (v) the ISDA Master Agreement. Terms capitalized but not defined
herein shall have the meanings attributed to them in the Pooling
and
Servicing Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section of this Agreement” will be construed as a
reference to a Section of the ISDA Master Agreement; each herein reference
to a
“Part” will be construed as a reference to the provisions herein deemed
incorporated in a Schedule to the ISDA Master Agreement; each reference
herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
Support Annex.
|
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
Type
of
Transaction:
Interest Rate Swap
Notional
Amount:
With respect to any Calculation Period, the amount set forth for such period
on
Schedule I attached hereto.
Trade
Date: November
28, 2006
Effective
Date:
November 10,
2006,
provided however for purposes of calculating the initial Fixed and Floating
Amounts such date shall be November 25, 2006.
Termination
Date: July
25,
2010,
subject to adjustment in accordance with the Business Day Convention; provided,
however, that for the purpose of determining the final Fixed Rate Payer
Period
End Date, Termination
Date shall be subject to No Adjustment.
Fixed
Amounts:
Fixed
Rate
Payer:
Party
B
Fixed
Rate Payer
Period
End
Dates:
The 25th
calendar
day of each month during the Term of this Transaction, commencing December
25, 2006,
and
ending on the Termination Date, with No Adjustment.
Fixed
Rate Payer
Payment
Dates:
Early
Payment
shall be applicable. The Fixed Rate Payer Payment Date shall be one Business
Day
preceding each Fixed Rate Payer Period End Date.
Fixed
Rate:
5.15000%
Fixed
Amount:
To be
determined in accordance with the following formula:
100*Fixed Rate*Notional Amount*Fixed Rate Day Count Fraction
Fixed
Rate Day
Count
Fraction:
30/360
Floating
Amounts:
Floating
Rate
Payer: Party
A
Floating
Rate Payer
Period
End
Dates:
The 25th
calendar
day of each month during the Term of this Transaction, commencing December
25,
2006, and ending on the Termination Date, subject to adjustment in accordance
with the Business Day Convention.
Floating
Rate Payer
Payment
Dates:
Early
Payment
shall be applicable. The Floating Rate Payer Payment Date shall be one
Business
Day preceding each Fixed Rate Payer Period End Date.
Floating
Rate
Option: USD-LIBOR-BBA
Floating
Amount:
To
be
determined in accordance with the following formula:
100*Floating Rate Option*Notional Amount*Floating Rate Day Count
Fraction
Designated
Maturity:
One
month
Floating
Rate Day
Count
Fraction:
Actual/360
Reset
Dates:
The
first
day of each Calculation Period.
Compounding:
Inapplicable
Business
Days:
New
York
and Illinois
Business
Day Convention: Following
Calculation
Agent:
Party
A
|
3.
|
Provisions
Deemed Incorporated in a Schedule to the ISDA Master
Agreement:
|
|
Part
1.
|
Termination
Provisions.
|
For
the
purposes of this Agreement:-
(a) “Specified
Entity”
will not
apply to Party A or Party B for any purpose.
|
(b)
|
“Specified
Transaction”
will have the meaning specified in Section
14.
|
The
statement below that an Event of Default will apply to a specific party
means
that upon the occurrence of such an Event of Default with respect to such
party,
the other party shall have the rights of a Non-defaulting Party under Section
6
of this Agreement; conversely, the statement below that such event will
not
apply to a specific party means that the other party shall not have such
rights.
| (i) |
The
“Failure
to Pay or Deliver”
provisions of Section 5(a)(i) will apply to Party A and will apply
to
Party B; provided, however, that Section 5(a)(i) is hereby amended
by
replacing the word “third” with the word “second”; provided, further, that
notwithstanding anything to the contrary in Section 5(a)(i) and
Paragraph
7 of the Credit Support Annex, any failure by Party A to comply
with or
perform any obligation to be complied with or performed by Party
A under
the Credit Support Annex shall not constitute an Event of Default
under
Section 5(a)(i) unless (A) a Required Ratings Downgrade Event has
occurred
and been continuing for 30 or more Local Business Days and (B)
such
failure is not remedied on or before the third Local Business Day
after
notice of such failure is given to Party
A.
|
| (ii) |
The
“Breach
of Agreement”
provisions of Section 5(a)(ii) will apply to Party A and will not
apply to
Party B.
|
| (iii) |
The
“Credit
Support Default”
provisions of Section 5(a)(iii) will apply to Party A and will
not apply
to Party B except that Section 5(a)(iii)(1) will apply to Party
B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex; provided, however, that notwithstanding anything
to the
contrary in Section 5(a)(iii)(1), any failure by Party A to comply
with or
perform any obligation to be complied with or performed by Party
A under
the Credit Support Annex shall not constitute an Event of Default
under
Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
has
occurred and been continuing for 30 or more Local Business Days
and (B)
such failure is not remedied on or before the third Local Business
Day
after notice of such failure is given to Party
A.
|
| (iv) |
The
“Misrepresentation”
provisions of Section 5(a)(iv) will apply to Party A and will not
apply to
Party B.
|
| (v) |
The
“Default
under Specified Transaction”
provisions of Section 5(a)(v) will apply to Party A and will not
apply to
Party B.
|
| (vi) |
The
“Cross
Default”
provisions of Section 5(a)(vi) will apply to Party A and will not
apply to
Party B. For purposes of Section 5(a)(vi), solely with respect
to Party
A:
|
“Specified
Indebtedness” will have the meaning specified in Section 14.
“Threshold
Amount” means with respect to Party A USD 100,000,000
| (vii) |
The
“Bankruptcy”
provisions of Section 5(a)(vii) will apply to Party A and will
apply to
Party B except that the provisions of Section 5(a)(vii)(2), (6)
(to the
extent that such provisions refer to any appointment contemplated
or
effected by the Pooling and Servicing Agreement or any appointment
to
which Party B has not become subject), (7) and (9) will not apply
to Party
B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
is
hereby amended by adding after the words “against it” the words
“(excluding any proceeding or petition instituted or presented by
Party A
or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
(4) as amended, (5), (6) as amended, or
(7)”.
|
| (viii) |
The
“Merger
Without Assumption”
provisions of Section 5(a)(viii) will apply to Party A and will
apply to
Party B.
|
(d) Termination
Events.
The
statement below that a Termination Event will apply to a specific party
means
that upon the occurrence of such a Termination Event, if such specific
party is
the Affected Party with respect to a Tax Event, the Burdened Party with
respect
to a Tax Event Upon Merger (except as noted below) or the non-Affected
Party
with respect to a Credit Event Upon Merger, as the case may be, such specific
party shall have the right to designate an Early Termination Date in accordance
with Section 6 of this Agreement; conversely, the statement below that
such an
event will not apply to a specific party means that such party shall not
have
such right; provided, however, with respect to “Illegality” the statement that
such event will apply to a specific party means that upon the occurrence
of such
a Termination Event with respect to such party, either party shall have
the
right to designate an Early Termination Date in accordance with Section
6 of
this Agreement.
(i) The
“Illegality”
provisions of Section 5(b)(i) will apply to Party A and will apply to Party
B.
| |
(ii)
|
The
“Tax
Event”
provisions of Section 5(b)(ii) will apply to Party A except that,
for
purposes of the application of Section 5(b)(ii) to Party A, Section
5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
a taxing authority, or brought in a court of competent jurisdiction,
on or
after the date on which a Transaction is entered into (regardless
of
whether such action is taken or brought with respect to a party
to this
Agreement) or (y)”, and the “Tax
Event”
provisions of Section 5(b)(ii) will apply to Party B.
|
| |
(iii)
|
The
“Tax
Event Upon Merger”
provisions of Section 5(b)(iii) will apply to Party A and will
apply to
Party B, provided that Party A shall not be entitled to designate
an Early
Termination Date by reason of a Tax Event upon Merger in respect
of which
it is the Affected Party.
|
| |
(iv)
|
The
“Credit
Event Upon Merger”
provisions of Section 5(b)(iv) will not apply to Party A and
will not
apply to Party B.
|
|
(e)
|
The
“Automatic
Early Termination”
provision of Section 6(a) will not apply to Party A and will
not apply to
Party B.
|
(f) Payments
on Early Termination.
For the
purpose of Section 6(e) of this Agreement:
| (i) |
Market
Quotation will apply, provided, however, that, in the event of
a
Derivative Provider Trigger Event, the following provisions will
apply:
|
| |
(A)
|
The
definition of Market Quotation in Section 14 shall be deleted
in its
entirety and replaced with the
following:
|
“Market
Quotation” means,
with respect to one or more Terminated Transactions, a Firm Offer which
is (1)
made by a Reference Market-maker that is an Eligible Replacement, (2) for
an
amount that would be paid to Party B (expressed as a negative number) or
by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a Replacement
Transaction, and (3) made on the basis that Unpaid Amounts in respect of
the
Terminated Transaction or group of Transactions are to be excluded but,
without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be included.
The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable
as of
the same day and time (without regard to different time zones) on or as
soon as
reasonably practicable after the relevant Early Termination Date. The day
and
time as of which those quotations are to be obtained will be selected in
good
faith by the party obliged to make a determination under Section 6(e),
and, if
each party is so obliged, after consultation with the other.
| |
(B)
|
The
definition of Settlement Amount shall be deleted in its entirety
and
replaced with the following:
|
“Settlement
Amount”
means,
with respect to any Early Termination Date, an amount (as determined by
Party B)
equal to:
| |
(a)
|
If
a Market Quotation for the relevant Terminated Transaction or
group of
Terminated Transactions is accepted by Party B so as to become
legally
binding on or before the day falling ten Local Business Days
after the day
on which the Early Termination Date is designated, or such later
day as
Party B may specify in writing to Party A, but in either case
no later
than one Local Business Day prior to the Early Termination Date
(such day,
the “Latest Settlement Amount Determination Day”), the Termination
Currency Equivalent of the amount (whether positive or negative)
of such
Market Quotation;
|
| |
(b)
|
If,
on the Latest Settlement Amount Determination Day, no Market
Quotation for
the relevant Terminated Transaction or group of Terminated Transactions
has been accepted by Party B so as to become legally binding
and one or
more Market Quotations from
Approved Replacements have
been made and remain capable of becoming legally binding upon
acceptance,
the Settlement Amount shall equal the Termination Currency Equivalent
of
the amount (whether positive or negative) of the lowest of such
Market
Quotations (for the avoidance of doubt, the lowest of such Market
Quotations shall be the lowest Market Quotation of
such Market Quotations
expressed as a positive number or, if any of such Market Quotations
is
expressed as a negative number, the Market Quotation expressed
as a
negative number with the largest absolute value);
or
|
| |
(c)
|
If,
on the Latest Settlement Amount Determination Day, no Market
Quotation for
the relevant Terminated Transaction or group of Terminated Transactions
is
accepted by Party B so as to become legally binding and no Market
Quotation from an Approved Replacement remains capable of becoming
legally
binding upon acceptance, the Settlement Amount shall equal Party
B’s Loss
(whether positive or negative and without reference to any Unpaid
Amounts)
for the relevant Terminated Transaction or group of Terminated
Transactions.
|
| |
(C)
|
If
Party B requests Party A in writing to obtain Market Quotations,
Party A
shall use its reasonable efforts to do so before the Latest Settlement
Amount Determination Day.
|
| |
(D)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3)
shall be
deleted in its entirety and replaced with the
following:
|
“(3)
Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, (I) Party B shall pay to Party
A an
amount equal to the absolute value of the Settlement Amount in respect
of the
Terminated Transactions, (II) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
A
shall pay to Party B the Termination Currency Equivalent of the Unpaid
Amounts
owing to Party B; provided, however, that (x) the amounts payable under
the
immediately preceding clauses (II) and (III) shall be subject to netting
in
accordance with Section 2(c) of this Agreement and (y) notwithstanding
any other
provision of this Agreement, any amount payable by Party A under the immediately
preceding clause (III) shall not be netted-off against any amount payable
by
Party B under the immediately preceding clause (I).”
| |
(E)
|
At
any time on or before the Latest Settlement Amount Determination
Day at
which two or more Market Quotations from Approved Replacements
remain
capable of becoming legally binding upon acceptance, Party B
shall be
entitled to accept only the lowest of such Market Quotations
(for the
avoidance of doubt, the lowest of such Market Quotations shall
be the
lowest Market Quotation of such Market Quotations expressed as
a positive
number or, if any of such Market Quotations is expressed as a
negative
number, the Market Quotation expressed as a negative number with
the
largest absolute value).
|
| (ii) |
The
Second Method will apply.
|
(g) “Termination
Currency”
means
USD.
(h)
Additional
Termination Events.
Additional Termination Events will apply as provided in Part 5(c).
Part
2. Tax
Matters.
(a) Tax
Representations.
| |
(i)
|
Payer
Representations.
For the purpose of Section 3(e) of this Agreement:
|
(A) Party
A
makes the following representation(s):
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made
by it to the other party under this Agreement. In making this representation,
it
may rely on: the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
the
accuracy and effectiveness of any document provided by the other party
pursuant
to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
of
the agreement of the other party contained in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where reliance
is
placed on clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position.
(B) Party
B
makes the following representation(s):
None.
(ii)
Payee
Representations.
For the
purpose of Section 3(f) of this Agreement:
(A) Party
A
makes the following representation(s):
Party
A
is a corporation created or organized in the United States or under the
laws of
the United States or of any State or of the District of Columbia. Party
A is a
“United States person” for U.S. federal tax purposes as that term is defined in
Section 7701(a)(30) (or any applicable successor provision) of the U.S.
Internal
Revenue Code of 1986, as amended. Party A’s U.S. taxpayer identification number
is 00-0000000.
(B) Party
B
makes the following representation(s):
None.
| |
(i)
|
Gross
Up.
Section 2(d)(i)(4) shall not apply to Party B as X, and Section
2(d)(ii)
shall not apply to Party B as Y, in each case such that Party
B shall not
be required to pay any additional amounts referred to
therein.
|
| |
(ii)
|
Indemnifiable
Tax.
The definition of “Indemnifiable Tax” in Section 14 is deleted in its
entirety and replaced with the
following:
|
“Indemnifiable
Tax”
means,
in relation to payments by Party A, any Tax (including any Tax imposed
in
respect of a payment under a Credit Support Document) and, in relation
to
payments by Party B, no Tax.
Part
3. Agreement
to Deliver Documents.
(a) For
the
purpose of Section 4(a)(i), tax forms, documents, or certificates to be
delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
Party
A
|
An
original properly completed and executed United States Internal
Revenue
Service Form W-9
(or any successor thereto) with respect to any payments received
or to be
received by Party A, that eliminates U.S. federal withholding
and backup
withholding Tax on payments to Party A under this Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party B, (iv) prior to
the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
|
Party
B
|
Party
B will deliver at closing an original properly completed and
executed
United States Internal Revenue Service Form W-9 (or any successor
thereto)
with respect to any payments received or to be received by Party
A, that
eliminates U.S. federal withholding and backup withholding Tax
on payments
to Party A under this Agreement, and may deliver other tax forms
relating
to the beneficial owner of payments to Party B under this Agreement
from
time to time.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party B, (iv) prior to
the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
(b) For
the
purpose of Section 4(a)(ii), other documents to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
Party
A and
Party
B
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for
it to execute
and deliver the Agreement, this Confirmation, and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform its
obligations
under the Agreement, this Confirmation and any Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
Party
A and
Party
B
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
the
Agreement, this Confirmation, and any relevant Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
Party
A
|
Annual
Report of Party A containing consolidated financial statements
certified
by independent certified public accountants and prepared in accordance
with generally accepted accounting principles in the country
in which
Party A is organized
|
Upon
request by Party B
|
Yes
|
|
Party
A
|
Quarterly
Financial Statements of Party A containing unaudited, consolidated
financial statements of Party A’s fiscal quarter prepared in accordance
with generally accepted accounting principles in the country
in which
Party A is organized
|
Upon
request by Party B
|
Yes
|
|
Party
A
|
An
opinion of counsel to Party A
|
Upon
the execution and delivery of this Agreement
|
No
|
|
Party
B
|
An
executed version of the Pooling and Servicing Agreement
|
Concurrently
with filing of each draft of the Pooling and Servicing Agreement
with the
U.S. Securities and Exchange Commission
|
Yes
|
Part
4. Miscellaneous.
|
(a)
|
Address
for Notices:
For the purposes of Section 12(a) of this
Agreement:
|
Address
for notices or communications to Party A:
Address:
000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention:
DPC
Manager
Facsimile:
(000)
000-0000
with a copy to:
Address:
Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention:
Derivative
Operations - 7th Floor
Facsimile:
(000)
000-0000
(For all purposes)
Address for notices or communications to Party B:
Address: LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention: Global
Securities and Trust Services
Bear
Xxxxxxx Mortgage Funding Trust 2006-SL4
Facsimile: 000-000-0000
Phone:
000-000-0000
(For all purposes)
Address
for notices or communications to the Swap Rating Agencies, including, without
limitation, notice of designation of an Early Termination Date by Party
B and
notice of any transfer of any rights or obligations under this
Agreement:
S&P
Address: 00
Xxxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Xxxxx’x
Address: 00
Xxxxxx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000,
Attention:
Home
Equity Monitoring
(b) Process
Agent.
For the
purpose of Section 13(c):
Party
A
appoints as its Process Agent: Not applicable.
Party
B
appoints as its Process Agent: Not applicable.
|
(c)
|
Offices.
The provisions of Section 10(a) will apply to this
Agreement.
|
|
(d)
|
Multibranch
Party.
For the purpose of Section 10(c) of this
Agreement:
|
Party
A
is not a Multibranch Party.
| |
Party
B is not a Multibranch Party.
|
|
(e)
|
Calculation
Agent.
The Calculation Agent is Party A.
|
(f) Credit
Support Document.
| |
Party
A:
|
The
Credit Support Annex, and any guarantee in support of Party A’s
obligations under this Agreement.
|
Party
B: The
Credit Support Annex.
|
(g)
|
Credit
Support Provider.
|
Party
A: The
guarantor under any guarantee in support of Party A’s obligations under this
Agreement.
Party
B: None.
|
(h)
|
Governing
Law.
The parties to this Agreement hereby agree that the law of the
State of
New York shall govern their rights and duties in whole, without
regard to
the conflict of law provisions thereof other than New York General
Obligations Law Sections 5-1401 and 5-1402.
|
|
(i)
|
Netting
of Payments.
The parties agree that subparagraph (ii) of Section 2(c) will
apply to
each Transaction hereunder.
|
|
(j)
|
Affiliate.“Affiliate”
shall have the meaning assigned thereto in Section 14; provided,
however,
that neither Party A nor Party B shall be deemed to have any
Affiliates
for purposes of this Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. Others
Provisions.
|
(a)
|
Definitions.
Unless
otherwise specified in a Confirmation, this Agreement and each
Transaction
under this Agreement are subject to the 2000 ISDA Definitions
as published
and copyrighted in 2000 by the International Swaps and Derivatives
Association, Inc. (the “Definitions”),
and will be governed in all relevant respects by the provisions
set forth
in the Definitions, without regard to any amendment to the Definitions
subsequent to the date hereof. The provisions of the Definitions
are
hereby incorporated by reference in and shall be deemed a part
of this
Agreement, except that (i) references in the Definitions to a
“Swap
Transaction” shall be deemed references to a “Transaction” for purposes of
this Agreement, and (ii) references to a “Transaction” in this Agreement
shall be deemed references to a “Swap Transaction” for purposes of the
Definitions. Each term capitalized but not defined in this Agreement
shall
have the meaning assigned thereto in the Pooling and Servicing
Agreement.
|
(b) Amendments
to ISDA Master Agreement.
| |
(i)
|
Single
Agreement.
Section 1(c) is hereby amended by the adding the words “including, for the
avoidance of doubt, the Credit Support Annex” after the words “Master
Agreement”.
|
| |
(ii)
|
Change
of Account.
Section 2(b) is hereby amended by the addition of the following
after the
word “delivery” in the first line
thereof:
|
“to
another account in the same legal and tax jurisdiction as the original
account”.
| |
(iii)
|
Representations.
Section 3 is hereby amended by adding at the end thereof the
following
subsection (g):
|
| |
“(g)
|
Relationship
Between Parties.
|
| |
(1)
|
Nonreliance.
(i) It is not relying on any statement or representation of the
other
party regarding the Transaction (whether written or oral), other
than the
representations expressly made in this Agreement or the Confirmation
in
respect of that Transaction and (ii) it has consulted with its
own legal,
regulatory, tax, business, investment, financial and accounting
advisors
to the extent it has deemed necessary, and it has made its own
investment,
hedging and trading decisions based upon its own judgment and
upon any
advice from such advisors as it has deemed necessary and not
upon any view
expressed by the other party.
|
| |
(2)
|
Evaluation
and Understanding. (i) It has the capacity to evaluate (internally
or
through independent professional advice) the Transaction and
has made its
own decision subject to Section 6(n) of this Agreement to enter
into 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 those risks, financially and otherwise.
|
| |
(3)
|
Purpose.
It is entering into the Transaction for the purposes of managing
its
borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.
|
| |
(4)
|
Status
of Parties. The other party is not acting as an agent, fiduciary
or
advisor for it in respect of the Transaction.
|
| |
(5)
|
Eligible
Contract Participant. It is an “eligible swap participant” as such term is
defined in, Section 35.1(b)(2) of the regulations (17 C.F.R.
35)
promulgated under, and an “eligible contract participant” as defined in
Section 1(a)(12) of the Commodity Exchange Act, as
amended.”
|
| |
(iv)
|
Transfer
to Avoid Termination Event.
Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
Event Upon Merger occurs and the Burdened Party is the Affected
Party,”
(ii) deleting the words “to transfer” and inserting the words “to effect a
Permitted Transfer” in lieu thereof and (iii) deleting the last paragraph
thereof and inserting the
following:
|
“Notwithstanding
anything to the contrary in Section 7 and Part 5(f), any transfer by Party
A
under this Section 6(b)(ii) shall not require the consent of Party B specified
in clause (d) of the definition of Permitted Transfer provided
that:
| |
(A)
|
the
transferee (the “Transferee”) is an Eligible
Replacement;
|
| |
(B)
|
if
the Transferee is domiciled in a different country or political
subdivision thereof from both Party A and Party B, such transfer
satisfies
the Rating Agency Condition;
|
| |
(C)
|
the
Transferee will not, as a result of such transfer, be required
on the next
succeeding Scheduled Payment Date to withhold or deduct on account
of any
Tax (except in respect of default interest) amounts in excess
of that
which Party A would, on the next succeeding Scheduled Payment
Date have
been required to so withhold or deduct unless the Transferee
would be
required to make additional payments pursuant to Section 2(d)
(i)(4)
corresponding to such excess;
|
(D) a
Termination Event or Event of Default does not occur as a result of such
transfer;
| |
(E)
|
no
additional amount will be payable by Party B to Party A or the
Transferee
on the next succeeding Scheduled Payment Date as a result of
such
transfer; and
|
| |
(F)
|
the
Transferee confirms in writing that it will accept all of the
interests
and obligations in and under this Agreement which are to be transferred
to
it in accordance with the terms of this
provision.
|
On
and
from the effective date of any such transfer to the Transferee, Party A
will be
fully released from any and all obligations hereunder.
| |
(v)
|
Jurisdiction.
Section
13(b) is hereby amended by: (i) deleting in the second line of
subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
deleting the final paragraph
thereof.
|
| |
(vi)
|
Local
Business Day.
The definition of Local Business Day in Section 14 is hereby
amended by
the addition of the words “or any Credit Support Document” after “Section
2(a)(i)” and the addition of the words “or Credit Support Document” after
“Confirmation”.
|
|
(c)
|
Additional
Termination Events.
The following Additional Termination Events will
apply:
|
| (i) |
First
Rating Trigger Collateral.
If
(A) it is not the case that a Xxxxx’x Second Trigger Ratings Event has
occurred and been continuing for 30 or more Local Business Days
and (B)
Party
A has failed to comply with or perform any obligation to be complied
with
or performed by Party A in accordance with the Credit Support Annex,
then
an Additional Termination Event shall have occurred with respect
to Party
A and Party A shall be the sole Affected Party with respect to
such
Additional Termination Event.
|
| (ii) |
Second
Rating Trigger Replacement.
If
(A) a Required Ratings Downgrade Event has occurred and been continuing
for 30 or more Local Business Days and (B) (i) at least one Eligible
Replacement has made a Firm Offer to be the transferee of all of
Party A’s
rights and obligations under this Agreement (and such Firm Offer
remains
an offer that will become legally binding upon such Eligible Replacement
upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
has made
a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
remains
an offer that will become legally binding upon such Eligible Guarantor
immediately upon acceptance by the offeree), then an Additional
Termination Event shall have occurred with respect to Party A and
Party A
shall be the sole Affected Party with respect to such Additional
Termination Event.
|
| |
(iii)
|
Amendment
of Pooling and Servicing Agreement.
If, without the prior written consent of Party A where such consent
is
required under the Pooling and Servicing Agreement (such consent
not to be
unreasonably withheld), an amendment is made to the Pooling and
Servicing
Agreement which amendment could reasonably be expected to have
a material
adverse effect on the interests of Party A under this Agreement,
an
Additional Termination Event shall have occurred with respect
to Party B
and Party B shall be the sole Affected Party with respect to
such
Additional Termination Event.
|
| |
(iv)
|
Failure
to Comply with Regulation AB Provisions.
If, upon the occurrence of a Swap Disclosure Event (as defined
in Part
5(e) below) Party A has not, within 10 calendar days after such
Swap
Disclosure Event complied with any of the provisions set forth
in Part
5(e)(iii) below, then an Additional Termination Event shall have
occurred
with respect to Party A and Party A shall be the sole Affected
Party with
respect to such Additional Termination
Event.
|
| |
(v)
|
Optional
Termination of Securitization.
An
Additional Termination Event shall occur upon the notice to
Certificateholders of an Optional Termination becoming unrescindable
in
accordance with Article X of the Pooling and Servicing Agreement
(such
notice, the “Optional
Termination Notice”).
With respect to such Additional Termination Event: (A) Party
B shall be
the sole Affected Party; (B) notwithstanding anything to the
contrary in
Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
specified
in the Optional Termination Notice is hereby designated as the
Early
Termination Date for this Additional Termination Event in respect
of all
Affected Transactions; (C) Section 2(a)(iii)(2) shall not be
applicable to
any Affected Transaction in
connection with the Early Termination Date resulting from this
Additional
Termination Event; notwithstanding anything to the contrary in
Section
6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
2(e) in
respect of the Terminated Transactions resulting from this Additional
Termination Event will be required to be made through and including
the
Early Termination Date designated
as a result of this Additional Termination Event; provided, for
the
avoidance of doubt, that any such payments or deliveries that
are made on
or prior to such Early Termination Date will not be treated as
Unpaid
Amounts in determining the amount payable in respect of such
Early
Termination Date; (D) notwithstanding anything to the contrary
in Section
6(d)(i), (I) if, no later than 4:00 pm New York City time on
the day that
is four Business Days prior to the final Distribution Date specified
in
the Optional Termination Notice, the Trustee requests the amount
of the
Estimated Swap Termination Payment, Party A shall provide to
the Trustee
in writing (which may be done in electronic format) the amount
of the
Estimated Swap Termination Payment no later than 2:00 pm New
York City
time on the following Business Day and (II) if the Trustee provides
written notice (which may be done in electronic format) to Party
A no
later than two Business Days prior to the final Distribution
Date
specified in the Optional Termination Notice that all requirements
of the
Optional Termination have been met, then Party A shall, no later
than one
Business Day prior to the final Distribution Date specified in
the
Optional Termination Notice, make the calculations contemplated
by Section
6(e) of the ISDA Master Agreement (as amended herein) and provide
to the
Trustee in writing (which may be done in electronic format) the
amount
payable by either Party B or Party A in respect of the related
Early
Termination Date in
connection with this Additional Termination Event; provided,
however, that
the amount payable by Party B, if any, in respect of the related
Early
Termination Date shall be the lesser of (x) the amount calculated
to be
due by Party B pursuant to Section 6(e) and (y) the Estimated
Swap
Termination Payment; and (E) notwithstanding anything to the
contrary in
this Agreement, any amount due from Party B to Party A in respect
of this
Additional Termination Event will be payable on the final Distribution
Date specified in the Optional Termination Notice and any amount
due from
Party A to Party B in respect of this Additional Termination
Event will be
payable one Business Day prior to the final Distribution Date
specified in
the Optional Termination Notice.
|
The
Trustee shall be an express third party beneficiary of this Agreement as
if a
party hereto to the extent of the Trustee’s rights specified herein.
|
(d)
|
Required
Ratings Downgrade Event.
In
the event that no Relevant Entity has credit ratings at least
equal to the
Required Ratings Threshold (such event, a “Required
Ratings Downgrade Event”),
then Party A shall, as soon as reasonably practicable and so
long as a
Required Ratings Downgrade Event is in effect, at its own expense,
using
commercially reasonable efforts, procure either (A) a Permitted
Transfer
or (B) an Eligible Guarantee from an Eligible Guarantor.
|
|
(e)
|
Compliance
with Regulation AB.
|
| |
(i)
|
Party
A agrees and acknowledges that Bear Xxxxxxx Asset Backed Securities
I LLC
(“BSABS”) is required under Regulation AB under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as
amended (the
“Exchange Act”) (“Regulation AB”), to disclose certain financial
information regarding Party A or its group of affiliated entities,
if
applicable, depending on the aggregate “significance percentage” of this
Agreement and any other derivative contracts between Party A
or its group
of affiliated entities, if applicable, and Counterparty, as calculated
from time to time in accordance with Item 1115 of Regulation
AB.
|
| |
(ii)
|
It
shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
Business Day after the date hereof for so long as the Issuing
Entity is
required to file periodic reports under the Exchange Act, BSABS
requests
from Party A the applicable financial information described in
Item 1115
of Regulation AB (such request to be based on a reasonable determination
by BSABS, in good faith, that such information is required under
Regulation AB) (the “Swap Financial
Disclosure”).
|
| |
(iii)
|
Upon
the occurrence of a Swap Disclosure Event, Party A, within ten
(10) days
and at its own expense, shall (1)(a) either (i) provide to BSABS
the
current Swap Financial Disclosure in an XXXXX-compatible format
(for
example, such information may be provided in Microsoft Word® or Microsoft
Excel® format but not in .pdf format) or (ii) provide written consent
to
BSABS to incorporation by reference of such current Swap Financial
Disclosure that are filed with the Securities and Exchange Commission
in
the Exchange Act Reports of BSABS, (b) if applicable, cause its
outside
accounting firm to provide its consent to filing or incorporation
by
reference in the Exchange Act Reports of BSABS of such accounting
firm’s
report relating to their audits of such current Swap Financial
Disclosure,
and (c) provide to BSABS any updated Swap Financial Disclosure
with
respect to Party A or any entity that consolidates Party A within
five
days of the release of any such updated Swap Financial Disclosure;
(2)
secure another entity to replace Party A as party to this Agreement
on
terms substantially similar to this Agreement and subject to
prior
notification to the Swap Rating Agencies, which entity (or a
guarantor
therefor) satisfies the Rating Agency Condition with respect
to S&P
and which entity is able to comply with the requirements of Item
1115 of
Regulation AB or (3) subject to the Rating Agency Condition with
respect
to S&P and obtain a guaranty of the Party A’s obligations under this
Agreement from an affiliate of the Party A that is able to comply
with the
financial information disclosure requirements of Item 1115 of
Regulation
AB, such that disclosure provided in respect of the affiliate
will satisfy
any disclosure requirements applicable to the Swap Provider,
and cause
such affiliate to provide Swap Financial Disclosure. If permitted
by
Regulation AB, any required Swap Financial Disclosure may be
provided by
incorporation by reference from reports filed pursuant to the
Exchange
Act.
|
| |
(iv)
|
Party
A agrees that, in the event that Party A provides Swap Financial
Disclosure to BSABS in accordance with Part 5(e)(iii)(a) or causes
its
affiliate to provide Swap Financial Disclosure to BSABS in accordance
with
Part 5(e)(iii)(c), it will indemnify and hold harmless BSABS,
its
respective directors or officers and any person controlling BSABS,
from
and against any and all losses, claims, damages and liabilities
caused by
any untrue statement or alleged untrue statement of a material
fact
contained in such Swap Financial Disclosure or caused by any
omission or
alleged omission to state in such Swap Financial Disclosure a
material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not
misleading.
|
| |
(v)
|
BSABS
shall be an express third party beneficiary of this Agreement
as if a
party hereto to the extent of BSABS’s rights explicitly specified in this
Part 5(e).
|
(i) Section
7
is hereby amended to read in its entirety as follows:
“Subject
to Section 6(b)(ii), Part 5(d), and Part 5(e), neither Party A nor Party
B is
permitted to assign, novate or transfer (whether by way of security or
otherwise) as a whole or in part any of its rights, obligations or interests
under the Agreement or any Transaction without (a) the prior written consent
of
the other party or (b) satisfaction of the Rating Agency Condition with
respect
to S&P.
| |
(ii)
|
If
an Eligible Replacement has made a Firm Offer (which remains
an offer that
will become legally binding upon acceptance by Party B) to be
the
transferee pursuant to a Permitted Transfer, Party B shall, at
Party A’s
written request and at Party A’s expense, take any reasonable steps
required to be taken by Party B to effect such transfer.
|
|
(g)
|
Non-Recourse.
Party A acknowledges and agree that, notwithstanding any provision
in this
Agreement to the contrary, the obligations of Party B hereunder
are
limited recourse obligations of Party B, payable solely from
the
Supplemental Interest Trust and the proceeds thereof, in accordance
with
the priority of payments and other terms of the Pooling and Servicing
Agreement and that Party A will not have any recourse to any
of the
directors, officers, employees, shareholders or affiliates of
the Party B
with respect to any claims, losses, damages, liabilities, indemnities
or
other obligations in connection with any transactions contemplated
hereby.
In the event that the Supplemental Interest Trust and the proceeds
thereof, should be insufficient to satisfy all claims outstanding
and
following the realization of the account held by the Supplemental
Interest
Trust and the proceeds thereof, any claims against or obligations
of Party
B under the ISDA Master Agreement or any other confirmation thereunder
still outstanding shall be extinguished and thereafter not revive.
The
Supplemental Interest Trust Trustee shall not have liability
for any
failure or delay in making a payment hereunder to Party A due
to any
failure or delay in receiving amounts in the account held by
the
Supplemental Interest Trust from the Trust created pursuant to
the Pooling
and Servicing Agreement. This provision will survive the termination
of
this Agreement.
|
|
(h)
|
Timing
of Payments
by Party B upon Early Termination.
Notwithstanding anything to the contrary in Section 6(d)(ii),
to the
extent that all or a portion (in either case, the “Unfunded Amount”) of
any amount that is calculated as being due in respect of any
Early
Termination Date under Section 6(e) from Party B to Party A will
be paid
by Party B from amounts other than any upfront payment paid to
Party B by
an Eligible Replacement that has entered a Replacement Transaction
with
Party B, then such Unfunded Amount shall be due on the next subsequent
Distribution Date following the date on which the payment would
have been
payable as determined in accordance with Section 6(d)(ii), and
on any
subsequent Distribution Dates until paid in full (or if such
Early
Termination Date is the final Distribution Date, on such final
Distribution Date); provided, however, that if the date on which
the
payment would have been payable as determined in accordance with
Section
6(d)(ii) is a Distribution Date, such payment will be payable
on such
Distribution Date.
|
|
(i)
|
Rating
Agency Notifications. Notwithstanding
any other provision of this Agreement, no Early Termination Date
shall be
effectively designated hereunder by Party B and no transfer of
any rights
or obligations under this Agreement shall be made by either party
unless
each Swap Rating Agency has been given prior written notice of
such
designation or transfer.
|
|
(j)
|
No
Set-off.
Except as expressly provided for in Section 2(c), Section 6 or
Part
1(f)(i)(D) hereof, and notwithstanding any other 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.
Section 6(e) shall be amended by deleting the following sentence:
“The
amount, if any, payable in respect of an Early Termination Date
and
determined pursuant to this Section will be subject to any
Set-off.”.
|
|
(k)
|
Amendment.
Notwithstanding any provision to the contrary in this Agreement,
no
amendment of either this Agreement or any Transaction under this
Agreement
shall be permitted by either party unless each of the Swap Agencies
has
been provided prior written notice of the same and such amendment
satisfies the Rating Agency Condition with respect to S&P.
|
|
(l)
|
Notice
of Certain Events or Circumstances.
Each Party agrees, upon learning of the occurrence or existence
of any
event or condition that constitutes (or that with the giving
of notice or
passage of time or both would constitute) an Event of Default
or
Termination Event with respect to such party, promptly to give
the other
Party and to each Swap Rating Agency notice of such event or
condition;
provided that failure to provide notice of such event or condition
pursuant to this Part 5(l) shall not constitute an Event of Default
or a
Termination Event.
|
(m) Proceedings.
No
Relevant Entity shall institute against, or cause any other person to institute
against, or join any other person in instituting against Party B, the
Supplemental Interest Trust, or the trust formed pursuant to the Pooling
and
Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other proceedings under any federal or state
bankruptcy or similar law for a period of one year (or, if longer, the
applicable preference period) and one day following payment in full of
the
Certificates and any Notes. This provision will survive the termination
of this
Agreement.
|
(n)
|
Supplemental
Interest Trust Trustee Liability Limitations.
It
is expressly understood and agreed by the parties hereto that
(a) this
Agreement is executed by LaSalle Bank National Association (“LaSalle”) not
in its individual capacity, but solely as Supplemental Interest
Trust
Trustee under the Pooling and Servicing Agreement in the exercise
of the
powers and authority conferred and invested in it thereunder;
(b) the
Supplemental Interest Trust Trustee has been directed pursuant
to the
Pooling and Servicing Agreement to enter into this Agreement
and to
perform its obligations hereunder; (c) each of the representations,
undertakings and agreements herein made on behalf of the Supplemental
Interest Trust is made and intended not as personal representations
of the
Supplemental Interest Trust Trustee but is made and intended
for the
purpose of binding only the Supplemental Interest Trust; and
(d) under no
circumstances shall LaSalle
in its individual capacity be personally liable for any payments
hereunder
or for the breach or failure of any obligation, representation,
warranty
or covenant made or undertaken under this
Agreement.
|
|
(o)
|
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) in any respect,
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; provided, however, that this severability provision
shall not be
applicable if any provision of Section 2, 5, 6, or 13 (or any
definition
or provision in Section 14 to the extent it relates to, or is
used in or
in connection with any such Section) shall be so held to be invalid
or
unenforceable.
|
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.
|
(p)
|
Agent
for Party B. Party
A acknowledges that the Supplemental Interest Trust Trustee has
been
appointed as agent under the Pooling and Servicing Agreement
to carry out
certain functions on behalf of the Supplemental Interest Trust,
and that
the Supplemental Interest Trust Trustee shall be entitled to
give notices
and to perform and satisfy the obligations of Party B hereunder
on behalf
of the Supplemental Interest Trust.
|
|
(q)
|
Escrow
Payments.
If
(whether by reason of the time difference between the cities
in which
payments are to be made or otherwise) it is not possible for
simultaneous
payments to be made on any date on which both parties are required
to make
payments hereunder, either Party may at its option and in its
sole
discretion notify the other Party that payments on that date
are to be
made in escrow. In this case deposit of the payment due earlier
on that
date shall be made by 2:00 pm (local time at the place for the
earlier
payment) on that date with an escrow agent selected by the notifying
party, accompanied by irrevocable payment instructions (i) to
release the
deposited payment to the intended recipient upon receipt by the
escrow
agent of the required deposit of any corresponding payment payable
by the
other party on the same date accompanied by irrevocable payment
instructions to the same effect or (ii) if the required deposit
of the
corresponding payment is not made on that same date, to return
the payment
deposited to the party that paid it into escrow. The party that
elects to
have payments made in escrow shall pay all costs of the escrow
arrangements.
|
|
(r)
|
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 trading, marketing, and operations personnel of the parties
and
their Affiliates, waives any further notice of such monitoring
or
recording, and agrees to notify such personnel of such monitoring
or
recording.
|
|
(s)
|
Waiver
of Jury Trial.
Each party waives any right it may have to a trial by jury in
respect of
any in respect of any suit, action or proceeding relating to
this
Agreement or any Credit Support Document.
|
|
(t)
|
Form
of ISDA Master Agreement. Party
A and Party B hereby agree that the text of the body of the ISDA
Master
Agreement is intended to be the printed form of the ISDA Master
Agreement
(Multicurrency -
Crossborder) as published and copyrighted in 1992 by the International
Swaps and Derivatives Association,
Inc.
|
|
(u)
|
Payment
Instructions.
Party A hereby agrees that, unless notified in writing by Party
B of other
payment instructions, any and all amounts payable by Party A
to Party B
under this Agreement shall be paid to the account specified in
Item 4 of
this Confirmation, below.
|
|
(v)
|
Capacity.
Party A represents to Party B on the date on which Party A enters
into
this Agreement that it is entering into the Agreement and the
Transaction
as principal and not as agent of any person. Party B represents
to Party A
on the date on which Party B enters into this Agreement it is
entering
into the Agreement and the Transaction in its capacity as Supplemental
Interest Trustee.
|
| |
(i)
|
Substantial
financial transactions.
Each party hereto is hereby advised and acknowledges as of the
date hereof
that the other party has engaged in (or refrained from engaging
in)
substantial financial transactions and has taken (or refrained
from
taking) other material actions in reliance upon the entry by
the parties
into the Transaction being entered into on the terms and conditions
set
forth herein and in the Pooling and Servicing Agreement relating
to such
Transaction, as applicable. This paragraph shall be deemed repeated
on the
trade date of each Transaction.
|
(z) Additional
Definitions.
As
used
in this Agreement, the following terms shall have the meanings set forth
below,
unless the context clearly requires otherwise:
“Approved
Ratings Threshold”
means
each of the S&P Approved Ratings Threshold and the Xxxxx’x First Trigger
Ratings Threshold.
“Approved
Replacement” means,
with respect to a Market Quotation, an entity making such Market Quotation,
which entity would satisfy conditions (a), (b), (c) and (e) of the definition
of
Permitted Transfer (as determined by Party B in its sole discretion, acting
in a
commercially reasonable manner) if such entity were a Transferee, as defined
in
the definition of Permitted Transfer.
“Derivative
Provider Trigger Event”
means
(i) an Event of Default with respect to which Party A is a Defaulting Party
or
(ii) a Termination Event with respect to which Party A is the sole Affected
Party.
“Eligible
Guarantee”
means an
unconditional and irrevocable guarantee of all present and future payment
obligations of Party A or an Eligible Replacement to Party B under this
Agreement that is provided by an Eligible Guarantor as principal debtor
rather
than surety and that is directly enforceable by Party B, the form and substance
of which guarantee are subject to the Rating Agency Condition with respect
to
S&P.
“Eligible
Guarantor” means
an
entity that (A) has credit ratings at least equal to the Approved Ratings
Threshold or (B) has credit ratings at least equal to the Required Ratings
Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
of
an Eligible Guarantor with credit ratings below the Approved Ratings Threshold
will not cause a Collateral Event (as defined in the Credit Support Annex)
not
to occur or continue.
“Eligible
Replacement”
means an
entity (A) (i) that has credit ratings at least equal to the Approved Ratings
Threshold, (ii) has credit ratings at least equal to the Required Ratings
Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
of
an Eligible Guarantor with credit ratings below the Approved Ratings Threshold
will not cause a Collateral Event (as defined in the Credit Support Annex)
not
to occur or continue, or (iii) the present and future obligations (for
the
avoidance of doubt, not limited to payment obligations) of which entity
to Party
B under this Agreement are guaranteed pursuant to an Eligible Guarantee
provided
by an Eligible Guarantor and (B) that has executed Regulation AB provisions
acceptable to Depositor in its sole discretion, exercised in good
faith.
“Estimated
Swap Termination Payment”
means,
with respect to an Early Termination Date, an amount determined by Party
A in
good faith and in a commercially reasonable manner as the maximum payment
that
could be owed by Party B to Party A in respect of such Early Termination
Date
pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
then
current market conditions.
“Firm
Offer”
means
(A) with respect to an Eligible Replacement, a quotation from such Eligible
Replacement (i) in an amount equal to the actual amount payable by or to
Party B
in consideration of an agreement between Party B and such Eligible Replacement
to replace Party A as the counterparty to this Agreement by way of novation
or,
if such novation is not possible, an agreement between Party B and such
Eligible
Replacement to enter into a Replacement Transaction (assuming that all
Transactions hereunder become Terminated Transactions), and (ii) that
constitutes an offer by such Eligible Replacement to replace Party A as
the
counterparty to this Agreement or enter a Replacement Transaction that
will
become legally binding upon such Eligible Replacement upon acceptance by
Party B
and (B) with respect to an Eligible Guarantor, an offer by such Eligible
Guarantor to provide an Eligible Guarantee that will become legally binding
upon
such Eligible Guarantor upon acceptance by the offeree.
“Moody’s”
means
Xxxxx’x Investors Service, Inc., or any successor thereto.
“Moody’s
First Trigger Ratings Threshold” means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, (i) if such entity has both a long-term unsecured
and
unsubordinated debt rating or counterparty rating from Moody’s and a short-term
unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or
counterparty rating from
Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
Moody’s of “Prime-1”, or (ii) if such entity has only a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.
“Moody’s
Second Trigger Ratings Event” means
that no
Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
Second Trigger Rating Threshold.
“Moody’s
Second Trigger Ratings Threshold” means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, (i) if such entity has both a long-term unsecured
and
unsubordinated debt rating or counterparty rating from Moody’s and a short-term
unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A3” or a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
or (ii) if such entity has only a long-term unsecured and unsubordinated
debt
rating or counterparty rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.
“Permitted
Transfer” means
a
transfer by novation by Party A to a transferee (the “Transferee”)
of all,
but not less than all, of Party A’s rights, liabilities, duties and obligations
under this Agreement, with
respect to which transfer each of the following conditions is
satisfied:
(a) the
Transferee is an Eligible Replacement that is a recognized dealer in interest
rate swaps organized under the laws of the United States of America or
a
jurisdiction located in the United States of America (or another jurisdiction
reasonably acceptable to Party B), (b) as of the date of such transfer
neither
Party B nor the Transferee would be required to withhold or deduct on account
of
Tax from any payments under this Agreement, (c) an Event of Default or
Termination Event would not occur as a result of such transfer, (d) Party
B has
consented in writing to the transfer, such consent not to be unreasonably
withheld, (e) the transfer would not give rise to a taxable event or any
other
adverse Tax consequences to Party B or its interest holders, as determined
by
Party B in its sole discretion, (f) pursuant to a written instrument (the
“Transfer
Agreement”),
the
Transferee acquires and assumes all rights and obligations of Party A under
the
Agreement and the relevant Transaction, (g) Party B shall have determined,
acting in a commercially reasonable manner, that such Transfer Agreement
is
effective to transfer to the Transferee all, but not less than all, of
Party A’s
rights and obligations under the Agreement and all relevant Transactions;
(h)
Party A will be responsible for any costs or expenses incurred in connection
with such transfer (including any replacement cost of entering into a
replacement transaction); (i) Moody’s has been given prior written notice of
such transfer and the Rating Agency Condition is satisfied with respect
to
S&P; and (j) such transfer otherwise complies with the terms of the Pooling
and Servicing Agreement.
“Rating
Agency Condition”
means,
with respect to any particular proposed act or omission to act hereunder
and
each Swap Rating Agency specified in connection with such proposed act
or
omission, that the party acting or failing to act must consult with each
of the
specified Swap Rating Agencies and receive from each such Swap Rating Agency
a
prior written confirmation that the proposed action or inaction would not
cause
a downgrade or withdrawal of the then-current rating of any Certificates
or
Notes.
“Relevant
Entity” means
Party A and, to the extent applicable, a guarantor under an Eligible
Guarantee.
“Replacement
Transaction”
means,
with respect to any Terminated Transaction or group of Terminated Transactions,
a transaction or group of transactions that (i) would have the effect of
preserving for Party B the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that Date, and (ii) has terms
which
are substantially the same as this Agreement, including, without limitation,
rating triggers, Regulation AB compliance, and credit support documentation,
save for the exclusion of provisions relating to Transactions that are
not
Terminated Transaction, as determined by Party B in its sole discretion,
acting
in a commercially reasonable manner.
“Required
Ratings Downgrade Event”
shall
have the meaning assigned thereto in Part 5(d).
“Required
Ratings Threshold” means
each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
Ratings Threshold.
“S&P”
means
Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
“S&P
Approved Ratings Threshold”
means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, a short-term unsecured and unsubordinated debt rating
from
S&P of “A-1”, or, if such entity does not have a short-term unsecured and
unsubordinated debt rating from S&P, a long-term unsecured and
unsubordinated debt rating from S&P of “A+”.
“S&P
Required Ratings Threshold”
means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, a long-term unsecured and unsubordinated debt rating
from
S&P of “BBB+”.
“Swap
Rating Agencies”
means,
with respect to any date of determination, each of S&P and Moody’s, to the
extent that each such rating agency is then providing a rating for any
of the
Bear Xxxxxxx Mortgage Funding Trust 2006-SL1 Mortgage-Backed Certificates,
Series 2006-SL1 (the “Certificates”) or any notes backed by the Certificates
(the “Notes”).
4. Account
Details and Settlement Information:
Payments
to Party
A:
Citibank,
N.A.,
New York
ABA
Number: 000-0000-00, for the account of
Bear,
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
Payments
to Party
B:
LaSalle
Bank N.A.
ABA#
000000000
LaSalle
CHGO/BNF LaSalle Trust
Act#
724222.2
SCHEDULE
I
(all
such
dates subject to No Adjustment with respect to Fixed Rate Payer Period
End Dates
and adjustment in accordance with the Following Business Day Convention
with
respect to Floating Rate Payer Period End Dates)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
11/25/2006
|
12/25/2006
|
3,004,711.90
|
|
12/25/2006
|
1/25/2007
|
2,898,217.21
|
|
1/25/2007
|
2/25/2007
|
2,795,491.21
|
|
2/25/2007
|
3/25/2007
|
2,696,400.66
|
|
3/25/2007
|
4/25/2007
|
2,600,817.06
|
|
4/25/2007
|
5/25/2007
|
2,508,616.41
|
|
5/25/2007
|
6/25/2007
|
2,419,679.12
|
|
6/25/2007
|
7/25/2007
|
2,333,889.82
|
|
7/25/2007
|
8/25/2007
|
2,251,137.20
|
|
8/25/2007
|
9/25/2007
|
2,171,313.90
|
|
9/25/2007
|
10/25/2007
|
2,094,316.35
|
|
10/25/2007
|
11/25/2007
|
2,020,044.62
|
|
11/25/2007
|
12/25/2007
|
1,948,402.34
|
|
12/25/2007
|
1/25/2008
|
1,879,296.53
|
|
1/25/2008
|
2/25/2008
|
1,812,637.48
|
|
2/25/2008
|
3/25/2008
|
1,748,338.68
|
|
3/25/2008
|
4/25/2008
|
1,686,316.66
|
|
4/25/2008
|
5/25/2008
|
1,626,490.89
|
|
5/25/2008
|
6/25/2008
|
1,568,783.71
|
|
6/25/2008
|
7/25/2008
|
1,513,120.18
|
|
7/25/2008
|
8/25/2008
|
1,459,428.03
|
|
8/25/2008
|
9/25/2008
|
1,407,637.52
|
|
9/25/2008
|
10/25/2008
|
1,357,681.39
|
|
10/25/2008
|
11/25/2008
|
1,309,494.77
|
|
11/25/2008
|
12/25/2008
|
1,263,015.04
|
|
12/25/2008
|
1/25/2009
|
1,218,181.84
|
|
1/25/2009
|
2/25/2009
|
1,174,936.91
|
|
2/25/2009
|
3/25/2009
|
1,133,224.07
|
|
3/25/2009
|
4/25/2009
|
1,092,989.12
|
|
4/25/2009
|
5/25/2009
|
1,054,179.76
|
|
5/25/2009
|
6/25/2009
|
1,016,745.56
|
|
6/25/2009
|
7/25/2009
|
980,637.86
|
|
7/25/2009
|
8/25/2009
|
945,809.72
|
|
8/25/2009
|
9/25/2009
|
912,215.87
|
|
9/25/2009
|
10/25/2009
|
879,812.63
|
|
10/25/2009
|
11/25/2009
|
848,557.87
|
|
11/25/2009
|
12/25/2009
|
818,410.95
|
|
12/25/2009
|
1/25/2010
|
789,332.65
|
|
1/25/2010
|
2/25/2010
|
761,285.16
|
|
2/25/2010
|
3/25/2010
|
734,232.00
|
|
3/25/2010
|
4/25/2010
|
708,137.96
|
|
4/25/2010
|
5/25/2010
|
682,969.10
|
|
5/25/2010
|
6/25/2010
|
658,692.68
|
|
6/25/2010
|
Termination
Date
|
635,277.09
|
ANNEX
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of November 29, 2006 between
Bear
Xxxxxxx Financial Products Inc. (hereinafter referred to as “Party
A”
or
“Pledgor”)
and
LaSalle
Bank National Association, not individually, but solely as trustee
(the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
trust with respect to the Bear Xxxxxxx Mortgage Funding Trust 2006-SL4
Mortgage-Backed Certificates, Series 2006-SL4 (the “Supplemental Interest
Trust”)
(hereinafter
referred to as “Party
B”
or
“Secured
Party”).
For
the
avoidance of doubt, and notwithstanding anything to the contrary
that may be
contained in the Agreement, this Credit Support Annex shall relate
solely to the
Transaction documented in the Confirmation dated November 29, 2006,
between
Party A and Party B, Reference Number FXNSC8957 .
Paragraph
13. Elections and Variables.
| (a) |
Security
Interest for “Obligations”.
The term “Obligations”
as
used in this Annex includes the following additional
obligations:
|
With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
| (b) |
Credit
Support Obligations.
|
| (i) |
Delivery
Amount, Return Amount and Credit Support
Amount.
|
| (A) |
“Delivery
Amount”
has the meaning specified in Paragraph 3(a) as amended (I)
by deleting the
words “upon a demand made by the Secured Party on or promptly following
a
Valuation Date” and inserting in lieu thereof the words “not later than
the close of business on each Valuation Date” and (II) by deleting in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Value as of that Valuation Date of all Posted
Credit Support held by the Secured Party.” and inserting in lieu thereof
the following:
|
The
“Delivery
Amount”
applicable to the Pledgor for any Valuation Date will equal the greatest
of
| |
(1)
|
the
amount by which (a) the S&P Credit Support Amount for such Valuation
Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
Credit Support held by the Secured Party,
|
| |
(2)
|
the
amount by which (a) the Moody’s First Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
Valuation Date of all Posted Credit Support held by the
Secured Party,
and
|
| |
(3)
|
the
amount by which (a) the Moody’s Second Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
such Valuation Date of all Posted Credit Support held by
the Secured
Party.
|
| (B) |
“Return
Amount”
has the meaning specified in Paragraph 3(b) as amended by
deleting in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
thereof the following:
|
The
“Return
Amount”
applicable to the Secured Party for any Valuation Date will equal
the least of
| |
(1)
|
the
amount by which (a) the S&P Value as of such Valuation Date of all
Posted Credit Support held by the Secured Party exceeds
(b) the S&P
Credit Support Amount for such Valuation Date,
|
| |
(2)
|
the
amount by which (a) the Moody’s First Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party
exceeds (b)
the Moody’s First Trigger Credit Support Amount for such Valuation
Date,
and
|
| |
(3)
|
the
amount by which (a) the Moody’s Second Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party
exceeds (b)
the Moody’s Second Trigger Credit Support Amount for such Valuation
Date.
|
| (C) |
“Credit
Support Amount”
shall not apply. For purposes of calculating any Delivery
Amount or Return
Amount for any Valuation Date, reference shall be made to
the S&P
Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
the Moody’s Second Trigger Credit Support Amount, in each case for
such
Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
13(b)(i)(B),
above.
|
| (ii) |
Eligible
Collateral.
|
On
any
date, the following items will qualify as “Eligible
Collateral”
(for
the avoidance of doubt, all Eligible Collateral to be denominated
in
USD):
|
ISDA
Collateral Asset Definition
(ICAD) Code
|
Remaining
Maturity in Years
|
S&P
Valuation
Percentage
|
Moody’s
First
Trigger Valuation
Percentage
|
Moody’s
Second
Trigger
Valuation
Percentage
|
|
(A)
US-CASH
|
N/A
|
100%
|
100%
|
100%
|
|
(B)
US-TBILL
US-TNOTE
US-TBOND
| | | | |
| |
1
or less
|
98.9%
|
100%
|
100%
|
| |
More
than 1 but not more than 2
|
98.0%
|
100%
|
99%
|
| |
More
than 2 but not more than 3
|
97.4%
|
100%
|
98%
|
| |
More
than 3 but not more than 5
|
95.5%
|
100%
|
97%
|
| |
More
than 5 but not more than 7
|
93.7%
|
100%
|
96%
|
| |
More
than 7 but not more than 10
|
95.5%
|
100%
|
94%
|
| |
More
than 10 but not more than 20
|
91.1%
|
100%
|
90%
|
| |
More
than 20
|
88.6%
|
100%
|
88%
|
|
(C)
US-GNMA
US-FNMA
US-FHLMC
| | | | |
| |
1
or less
|
98.5%
|
100%
|
99%
|
| |
More
than 1 but not more than 2
|
97.7%
|
100%
|
99%
|
| |
More
than 2 but not more than 3
|
97.3%
|
100%
|
98%
|
| |
More
than 3 but not more than 5
|
94.5%
|
100%
|
96%
|
| |
More
than 5 but not more than 7
|
93.1%
|
100%
|
93%
|
| |
More
than 7 but not more than 10
|
90.7%
|
100%
|
93%
|
| |
More
than 10 but not more than 20
|
87.7%
|
100%
|
89%
|
| |
More
than 20
|
84.4%
|
100%
|
87%
|
The
ISDA
Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
are
taken from the Collateral Asset Definitions (First Edition - June
2003) as
published and copyrighted in 2003 by the International Swaps and
Derivatives
Association, Inc.
| (iii) |
Other
Eligible Support.
|
The
following items will qualify as “Other
Eligible Support”
for the
party specified:
Not
applicable.
| (A) |
“Independent
Amount”
means zero with respect to Party A and Party
B.
|
| (B) |
“Threshold”
means, with respect to Party A and any Valuation Date, zero
if a
Collateral Event has occurred and has been continuing (x)
for at least 30
days or (y) since this Annex was executed; otherwise,
infinity.
|
“Threshold”
means,
with respect to Party B and any Valuation Date, infinity.
| (C) |
“Minimum
Transfer Amount” means
USD 100,000 with respect to Party A and Party B; provided,
however, that
if the aggregate Certificate Principal Balance of the Certificates
and the
aggregate principal balance of the Notes rated by S&P is at the time
of any transfer less than USD 50,000,000, the “Minimum
Transfer Amount”
shall be USD 50,000.
|
| (D) |
Rounding:
The Delivery Amount will be rounded up to the nearest integral
multiple of
USD 10,000. The Return Amount will be rounded down to the
nearest integral
multiple of USD 1,000.
|
| (c) |
Valuation
and Timing.
|
| (i) |
“Valuation
Agent”
means Party A; provided, however, that if an Event of Default
shall have
occurred with respect to which Party A is the Defaulting
Party, Party B
shall have the right to designate as Valuation Agent an independent
party,
reasonably acceptable to Party A, the cost for which shall
be borne by
Party A. All calculations by the Valuation Agent must be
made in
accordance with standard market practice, including, in the
event of a
dispute as to the Value of any Eligible Credit Support or
Posted Credit
Support, by making reference to quotations received by the
Valuation Agent
from one or more Pricing Sources.
|
| (ii) |
“Valuation
Date” means
each Local Business Day on which any of the S&P Credit Support Amount,
the Moody’s First Trigger Credit Support Amount or the Moody’s Second
Trigger Credit Support Amount is greater than
zero.
|
| (iii) |
“Valuation
Time” means
the close of business in the city of the Valuation Agent
on the Local
Business Day immediately preceding the Valuation Date or
date of
calculation, as applicable; provided
that the calculations of Value and Exposure will be made
as of
approximately the same time on the same date.
|
| (iv) |
“Notification
Time” means
11:00 a.m., New York time, on a Local Business Day.
|
| (v) |
External
Verification.
Notwithstanding anything to the contrary in the definitions
of Valuation
Agent or Valuation Date, at any time at which Party A (or,
to the extent
applicable, its Credit Support Provider) does not have a
long-term
unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
the S&P Value of Posted Credit Suppport on each Valuation Date
based
on internal marks and (B) verify such calculations with external
marks
monthly by obtaining on the last Local Business Day of each
calendar month
two external marks for each Transaction to which this Annex
relates and
for all Posted Credit Suport; such verification of the Secured
Party’s
Exposure shall be based on the higher of the two external
marks. Each
external xxxx in respect of a Transaction shall be obtained
from an
independent Reference Market-maker that would be eligible
and willing to
enter into such Transaction in the absence of the current
derivative
provider, provided that an external xxxx xxx not be obtained
from the same
Reference Market-maker more than four times in any 12-month
period. The
Valuation Agent shall obtain these external marks directly
or through an
independent third party, in either case at no cost to Party
B. The
Valuation Agent shall calculate on each Valuation Date (for
purposes of
this paragraph, the last Local Business Day in each calendar
month
referred to above shall be considered a Valuation Date) the
Secured
Party’s Exposure based on the greater of the Valuation Agent’s internal
marks and the external marks received. If the S&P Value on any such
Valuation Date of all Posted Credit Support then held by
the Secured Party
is less than the S&P Credit Support Amount on such Valuation Date (in
each case as determined pursuant to this paragraph), Party
A shall, within
three Local Business Days of such Valuation Date, Transfer
to the Secured
Party Eligible Credit Support having an S&P Value as of the date of
Transfer at least equal to such deficiency.
|
| (vi) |
Notice
to S&P.
At
any time at which Party A (or, to the extent applicable,
its Credit
Support Provider) does not have a long-term unsubordinated
and unsecured
debt rating of at least “BBB+” from S&P, the Valuation Agent shall
provide to S&P not later than the Notification Time on the Local
Business Day following each Valuation Date its calculations
of the Secured
Party’s Exposure and the S&P Value of any Eligible Credit Support or
Posted Credit Support for that Valuation Date. The Valuation
Agent shall
also provide to S&P any external marks received pursuant to the
preceding paragraph.
|
| (d) |
Conditions
Precedent and Secured Party’s Rights and
Remedies.
The following Termination Events will be a “Specified
Condition”
for the party specified (that party being the Affected Party
if the
Termination Event occurs with respect to that party): With
respect to
Party A: any Additional Termination Event with respect to
which Party A is
the sole Affected Party. With respect to Party B:
None.
|
| (i) |
“Substitution
Date”
has the meaning specified in Paragraph
4(d)(ii).
|
| (ii) |
Consent.
If
specified here as applicable, then the Pledgor must obtain
the Secured
Party’s consent for any substitution pursuant to Paragraph 4(d):
Inapplicable.
|
| (i) |
“Resolution
Time”
means 1:00 p.m. New York time on the Local Business Day following
the date
on which the notice of the dispute is given under Paragraph
5.
|
| (ii) |
Value.
Notwithstanding anything to the contrary in Paragraph 12,
for the purpose
of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
Value, and Moody’s Second Trigger Value, on any date, of Eligible
Collateral other than Cash will be calculated as follows:
|
For
Eligible Collateral in the form of securities listed in Paragraph
13(b)(ii): the
sum of (A) the product of (1)(x) the bid-side quotation at the Valuation
Time
for such securities on the principal national securities exchange
on which such
securities are listed, or (y) if such securities are not listed on
a national
securities exchange, the arithmetic mean of the bid-side quotations
for such
securities quoted at the Valuation Time by any three principal market
makers for
such securities selected by the Valuation Agent, provided that if
only two
bid-side quotations are obtained, then the arithmetic mean of such
two bid-side
quotations will be used, and if only one bid-side quotation is obtained,
such
quotation shall be used, or (z) if no such bid price is listed or
quoted for
such date, the bid price listed or quoted (as the case may be) at
the Valuation
Time for the day next preceding such date on which such prices were
available
and (2) the applicable Valuation Percentage for such Eligible Collateral,
and
(B) the accrued interest on such securities (except to the extent
Transferred to
the Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
price
referred to in the immediately preceding clause (A)) as of such
date.
| (iii) |
Alternative.
The provisions of Paragraph 5 will apply.
|
| (g) |
Holding
and Using Posted
Collateral.
|
| (i) |
Eligibility
to Hold Posted Collateral; Custodians. Party
B (or any Custodian) will be entitled to hold Posted Collateral
pursuant
to Paragraph 6(b).
|
Party
B
may appoint as Custodian (A) the entity then serving as Trustee or
(B) any
entity other than the entity then serving as Trustee if such other
entity (or,
to the extent applicable, its parent company or credit support provider)
shall
then have a short-term unsecured and unsubordinated debt rating from
S&P of
at least “A-1.”
Initially,
the Custodian
for
Party B is: Not applicable.
| (ii) |
Use
of Posted Collateral.
The provisions of Paragraph 6(c) will not apply to Party
B, and Party B
shall not take any action specified in such Paragraph 6(c).
|
| (h) |
Distributions
and Interest Amount.
|
| (i) |
Interest
Rate.
The “Interest
Rate”
will be the actual interest rate earned on Posted Collateral
in the form
of Cash that is held by Party B or its
Custodian.
|
| (ii) |
Transfer
of Interest Amount.
The Transfer of the Interest Amount will be made on the second
Local
Business Day following the end of each calendar month and
on any other
Local Business Day on which Posted Collateral in the form
of Cash is
Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
however,
that the obligation of Party B to Transfer any Interest Amount
to Party A
shall be limited to the extent that Party B has earned and
received such
funds and such funds are available to Party B.
|
| (iii) |
Alternative
to Interest Amount.
The provisions of Paragraph 6(d)(ii) will
apply.
|
| (i) |
Additional
Representation(s).
There are no additional representations by either
party.
|
| (j) |
Other
Eligible Support and Other Posted Support.
|
| (i) |
“Value”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (ii) |
“Transfer”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (k) |
Demands
and Notices.All
demands, specifications and notices under this Annex will
be made pursuant
to the Notices Section of this Agreement, except that any
demand,
specification or notice shall be given to or made at the
following
addresses, or at such other address as the relevant party
may from time to
time designate by giving notice (in accordance with the terms
of this
paragraph) to the other party:
|
If
to
Party A, at the address specified pursuant to the Notices Section
of this
Agreement.
If
to
Party B, at the address specified pursuant to the Notices Section
of this
Agreement.
If
to
Party B’s Custodian: at the address designated in writing from time to
time.
| (l) |
Address
for Transfers.
Each Transfer hereunder shall be made to the address specified
below or to
an address specified in writing from time to time by the
party to which
such Transfer will be made.
|
[Party
A
account details]
Party
B
account details
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Global Securities and Trust Services - Bear Xxxxxxx Mortgage Funding
Trust
2006-SL4
| (i) |
Collateral
Account.
Party B shall open and maintain a segregated account, which
shall be an
Eligible Account, and hold, record and identify all Posted
Collateral in
such segregated account.
|
| (ii) |
Agreement
as to Single Secured Party and Single Pledgor.
Party A and Party B hereby agree that, notwithstanding
anything to the
contrary in this Annex, (a) the term “Secured Party” as used in this Annex
means only Party B, (b) the term “Pledgor” as used in this Annex means
only Party A, (c) only Party A makes the pledge and grant
in Paragraph 2,
the acknowledgement in the final sentence of Paragraph
8(a) and the
representations in Paragraph 9.
|
| (iii) |
Calculation
of Value.
Paragraph 4(c) is hereby amended by deleting the word “Value” and
inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P
Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
(B) deleting the words “the Value” and inserting in lieu thereof “S&P
Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
Paragraph 5 (flush language) is hereby amended by deleting
the word
“Value” and inserting in lieu thereof “S&P Value, Moody’s First
Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
language) is hereby amended by deleting the word “Value” and inserting in
lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
word “the Value, if” and inserting in lieu thereof “any one or more of the
S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
first instance of the words “the Value” and inserting in lieu thereof “any
one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
Second Trigger Value” and (2) deleting the second instance of the words
“the Value” and inserting in lieu thereof “such disputed S&P Value,
Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
by deleting
the word “Value” and inserting in lieu thereof “least of the S&P
Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
|
| (iv) |
Form
of Annex. Party
A and Party B hereby agree that the text of Paragraphs
1 through 12,
inclusive, of this Annex is intended to be the printed
form of ISDA Credit
Support Annex (Bilateral Form - ISDA Agreements Subject
to New York Law
Only version) as
published and copyrighted in 1994 by the International
Swaps and
Derivatives Association, Inc.
|
| (v) |
Events
of Default.
Paragraph 7 will not apply to cause any Event of Default
to exist with
respect to Party B except that Paragraph 7(i) will apply
to Party B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex. Notwithstanding anything to the contrary
in Paragraph 7,
any failure by Party A to comply with or perform any obligation
to be
complied with or performed by Party A under the Credit
Support Annex shall
only be an Event of Default if (A) a Required Ratings Downgrade
Event has
occurred and been continuing for 30 or more Local Business
Days and (B)
such failure is not remedied on or before the third Local
Business Day
after notice of such failure is given to Party
A.
|
| (vi) |
Expenses.
Notwithstanding anything to the contrary in Paragraph 10,
the Pledgor will
be responsible for, and will reimburse the Secured Party
for, all transfer
and other taxes and other costs involved in any Transfer
of Eligible
Collateral.
|
| (vii) |
Withholding.
Paragraph 6(d)(ii) is hereby amended by inserting immediately
after “the
Interest Amount” in the fourth line thereof the words “less any applicable
withholding taxes.”
|
| (viii) |
Notice
of Failure to Post Collateral. Upon
any failure by Party A to post collateral as required under
this
Agreement, Party B shall, no later than the next Local
Business Day after
the date such collateral was required to be posted, give
a written notice
of such failure to Party A and to the Depositor. For the
avoidance of
doubt, notwithstanding anything in this Agreement to the
contrary, the
failure of Party B to comply with the requirements of this
paragraph shall
not constitute an Event of Default or Termination Event.
|
(ix) Additional
Definitions.
As used
in this Annex:
“Collateral
Event” means
that no Relevant Entity has credit ratings at least equal to the
Approved
Ratings Threshold.
“DV01”
means,
with respect to a Transaction and any date of determination, the
estimated
change in the Secured Party’s Transaction Exposure with respect to such
Transaction that would result from a one basis point change in
the relevant swap
curve on such date, as determined by the Valuation Agent in good
faith and in a
commercially reasonable manner. The Valuation Agent shall, upon
request of Party
B, provide to Party B a statement showing in reasonable detail
such
calculation.
“Exposure”
has the
meaning specified in Paragraph 12, except that after the word “Agreement” the
words “(assuming, for this purpose only, that Part 1(f) of the Schedule
is
deleted)” shall be inserted.
“Local
Business Day”
means:
any day on which (A) commercial banks are open for business (including
dealings
in foreign exchange and foreign currency deposits) in New York
and the location
of Party A, Party B and any Custodian, and (B) in relation to a
Transfer of
Eligible Collateral, any day on which the clearance system agreed
between the
parties for the delivery of Eligible Collateral is open for acceptance
and
execution of settlement instructions (or in the case of a Transfer
of Cash or
other Eligible Collateral for which delivery is contemplated by
other means a
day on which commercial banks are open for business (including
dealings in
foreign exchange and foreign deposits) in New York and the location
of Party A,
Party B and any Custodian.
“Xxxxx’x
First Trigger Event” means
that no Relevant Entity has credit ratings from Xxxxx’x at least equal to the
Xxxxx’x First Trigger Ratings Threshold.
“Xxxxx’x
First Trigger Credit Support Amount” means,
for any Valuation Date, the excess, if any, of
| |
(I)
|
(A)
|
for
any Valuation Date on which (I) a Xxxxx’x First Trigger Event has occurred
and has been continuing (x) for at least 30 Local Business
Days or (y)
since this Annex was executed and (II) it is not the
case that a Xxxxx’x
Second Trigger Event has occurred and been continuing
for at least 30
Local Business Days, the sum, for each Transaction to
which this Annex
relates, of an amount equal to the
following:
|
the
greater of (a) zero and (b) the sum of (i) the Secured Party’s Transaction
Exposure for such Transaction and such Valuation Date and (ii)
the lesser of (x)
the product of the Xxxxx’x First Trigger DV01 Multiplier and DV01 for such
Transaction and such Valuation Date and (y) the product of Xxxxx’x First Trigger
Notional Amount Multiplier and the Notional Amount for such Transaction
for the
Calculation Period which includes such Valuation Date; or
| |
(B)
|
for
any other Valuation Date, zero,
over
|
(II) the
Threshold for Party A such Valuation Date.
“Xxxxx’x
First Trigger DV01 Multiplier”
means
15.
“Xxxxx’x
First Trigger Value”
means,
on any date and with respect to any Eligible Collateral other than
Cash, the bid
price obtained by the Valuation Agent multiplied by the Xxxxx’x First Trigger
Valuation Percentage for such Eligible Collateral set forth in
Paragraph
13(b)(ii).
“Xxxxx’x
First Trigger Notional Amount Multiplier”
means
2%.
“Xxxxx’x
Second Trigger Event” means
that no Relevant Entity has credit ratings from Xxxxx’x at least equal to the
Xxxxx’x Second Trigger Ratings Threshold.
“Xxxxx’x
Second Trigger Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of
| |
(I)
|
(A)
|
for
any Valuation Date on which it is the case that a Xxxxx’x Second Trigger
Event has occurred and been continuing for at least 30
Local Business
Days, the sum, for each Transaction to which this Annex
relates, of an
amount equal to the following:
|
| (1) |
if
such Transaction is not a Transaction-Specific Hedge,
|
the
greatest of (a) zero, (b) the amount of the next payment due to
be paid by Party
A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
Exposure for such Transaction and such Valuation Date and (y) the
lesser of (i)
the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01 for such
Transaction and such Valuation Date and (ii) the product of the
Xxxxx’x Second
Trigger Notional Amount Multiplier and the Notional Amount for
such Transaction
for the Calculation Period which includes such Valuation Date;
or
| (2) |
if
such Transaction is a Transaction-Specific Hedge,
|
the
greatest of (a) zero, (b) the amount of the next payment due to
be paid by Party
A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
Exposure for such Transaction and such Valuation Date and (y) the
lesser of (i)
the product of the Xxxxx’x Second Trigger Transaction-Specific Hedge DV01
Multiplier and DV01 for such Transaction and such Valuation Date
and (ii) the
product of the Xxxxx’x Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier and the Notional Amount for such Transaction for the
Calculation
Period which includes such Valuation Date; or
| |
(B)
|
for
any other Valuation Date, zero,
over
|
(II) the
Threshold for Party A for such Valuation Date.
“Xxxxx’x
Second Trigger DV01 Multiplier”
means
50.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01
Multiplier”
means
65.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier”
means
10%.
“Xxxxx’x
Second Trigger Value”
means,
on any date and with respect to any Eligible Collateral other than
Cash, the bid
price obtained by the Valuation Agent multiplied by the Xxxxx’x Second Trigger
Valuation Percentage for such Eligible Collateral set forth in
Paragraph
13(b)(ii).
“Xxxxx’x
Second Trigger Notional Amount Multiplier”
means
8%.
“Pricing
Sources”
means
the sources of financial information commonly known as Bloomberg,
Bridge
Information Services, Data Resources Inc., Interactive Data Services,
International Securities Market Association, Xxxxxxx Xxxxx Securities
Pricing
Service, Xxxxxx Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
XX Xxxxx,
S&P and Telerate.
“S&P
Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of
| |
(I)
|
(A)
|
for
any Valuation Date on which an S&P Rating Threshold Event has occurred
and been continuing for at least 30 days, an amount equal
to the sum, for
each Transaction to which this Annex relates, of the
sum of (1) 100.0% of
the Secured Party’s Transaction Exposure for such Valuation Date and (2)
the product of the Volatility Buffer for such Transaction
and the Notional
Amount of such Transaction for the Calculation Period
of such Transaction
which includes such Valuation Date, or
|
| |
(B)
|
for
any other Valuation Date, zero,
over
|
(II) the
Threshold for Party A for such Valuation Date.
“S&P
Rating Threshold Event”
means,
on any date, no Relevant Entity has credit ratings from S&P which exceed the
S&P Approved Ratings Threshold.
“S&P
Value”
means,
on any date and with respect to any Eligible Collateral other than
Cash, the
product of (A) the bid price obtained by the Valuation Agent for
such Eligible
Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
set forth in paragraph 13(b)(ii).
“Swap
Provider Trigger Event”
means:
(A) an Event of Default with respect to which Party A is a Defaulting
Party, (B)
a Termination Event with respect to which Party A is the sole Affected
Party or
(C) an Additional Termination Event with respect to which Party
A is the sole
Affected Party.
“Transaction
Exposure”
means,
for any Transaction, Exposure determined as if such Transaction
were the only
Transaction between the Secured Party and the Pledgor.
“Transaction-Specific
Hedge” means
any
Transaction that is an interest rate cap, interest rate floor or
interest rate
swaption, or an interest rate swap if (x) the notional amount of
the interest
rate swap is “balance guaranteed” or (y) the notional amount of the interest
rate swap for any Calculation Period otherwise is not a specific
dollar amount
that is fixed at the inception of the Transaction.
“Valuation
Percentage”
shall
mean, for purposes of determining the S&P Value, Xxxxx’x First Trigger
Value, or Xxxxx’x Second Trigger Value with respect to any Eligible Collateral
or Posted Collateral, the applicable S&P Valuation Percentage, Xxxxx’x First
Trigger Valuation Percentage, or Xxxxx’x Second Trigger Valuation Percentage for
such Eligible Collateral or Posted Collateral, respectively, in
each case as set
forth in Paragraph 13(b)(ii).
“Value” shall
mean, in respect of any date, the related S&P Value, the related Xxxxx’x
First Trigger Value, and the related Xxxxx’x Second Trigger Value.
“Volatility
Buffer”
means,
for any Transaction, the related percentage set forth in the
following table.
|
The
higher of the S&P short-term credit rating of (i) Party A and (ii)
the
Credit Support Provider of Party A, if applicable
|
Remaining
Weighted Average Maturity
up
to 3 years
|
Remaining
Weighted Average Maturity
up
to 5 years
|
Remaining
Weighted Average Maturity
up
to 10 years
|
Remaining
Weighted Average Maturity
up
to 30 years
|
|
At
least “A-2”
|
2.75%
|
3.25%
|
4.00%
|
4.75%
|
|
“A-3”
|
3.25%
|
4.00%
|
5.00%
|
6.25%
|
|
“BB+”
or
lower
|
3.50%
|
4.50%
|
6.75%
|
7.50%
|
[Remainder
of this page intentionally left blank]
IN
WITNESS WHEREOF, the parties have executed this Annex by their
duly authorized
representatives as of the date of the Agreement.
|
Bear
Xxxxxxx Financial Products Inc.
|
LaSalle
Bank National Association, not individually, but
solely as Supplemental
Interest Trust Trustee on behalf of the Supplemental
Interest Trust with
respect to the Bear Xxxxxxx Mortgage Funding Trust
2006-SL4
Mortgage-Backed Certificates, Series 2006-SL4
|
|
By:
__________________________________
Name
Title:
Date:
|
By:_____________________________________
Name:
Title:
Date:
|
