Exhibit 99.4
XXXXXX XXXXXXX
------------------------------------------------------------ ---------------------------------------------------
Date: March 31, 2006
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-5AR From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
------------------------------------------------------------ ---------------------------------------------------
Re: Cap Ref. No. KQBD9, Class A
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Xxxxxx Xxxxxxx Capital
Services Inc. and Xxxxx Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-5AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of March 1, 2006, among
Xxxxxx Xxxxxxx Capital I Inc. (the "Depositor"), the Securities Administrator
as master servicer and securities administrator and LaSalle Bank National
Association as trustee (the "Trustee"), on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement below.
The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation evidences a complete, binding agreement between you
and us as to the terms of the Transaction to which this Confirmation relates.
In addition, this Confirmation supplements, forms a part of, and is subject to
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border), with such modifications as are specified herein, as if we had
executed an Agreement in such form on the Trade Date of the first such
Transaction between us (the "Agreement"). All provisions contained or
incorporated by reference in the Agreement shall govern this Confirmation
except as expressly modified below. In the event of any inconsistency between
the provisions of that Agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Xxxxxx Xxxxxxx Capital Services Inc.
Party A Credit Support: Payments guaranteed by Xxxxxx Xxxxxxx
Party B: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-5AR
Trade Date: March 27, 2006
Notional Amount: See Schedule A attached hereto
Effective Date: April 25, 2006
Termination Date: November 25, 2014
XXXXXX XXXXXXX
Fixed Amounts:
-------------
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Date: March 31, 2006
Fixed Amount: USD $1,050,000 (Party A hereby acknowledges receipt of payment
in full of this amount)
Floating Amounts:
----------------
Floating Amount: The product of (a) the Floating Rate, (b) the Floating Rate Day
Count Fraction, (c) the "Notional Amount" (as set forth in
Schedule A hereto for the related Floating Rate Payer Payment
Date) and (d) the "Multiplier" (as set forth in Schedule A
hereto for the related Floating Rate Payer Period End Date).
Floating Rate Payer: Party A
Strike Rate: For the Calculation Period related to a Floating Rate Payer
Payment Date, the "Strike Rate" (as set forth in Schedule A
hereto for such Floating Rate Payer Period End Date).
Floating Rate Payer Payment Dates: Early Payment -- For each Calculation Period, the first
Business Day prior to each Floating Rate Payer Period End Date.
Floating Rate Payer Period End Date(s): The 25th of each month in each year from (and including) May
25, 2006 to (and including) the Termination Date with no
adjustment to Period End Dates.
For the avoidance of doubt, the initial Calculation Period will
accrue from and including the Effective Date to but excluding
May 25, 2006 and that the final Calculation Period will accrue
from and including October 25, 2014 to but excluding the
Termination Date.
Floating Rate: For the Calculation Period related to a Floating Rate Payer
Payment Date, the excess, if any, of (x) the lesser of (a)
USD-LIBOR-BBA with a Designated Maturity of 1 month and (b) the
"Ceiling Rate" (as set forth in Schedule A hereto for the
related Floating Rate Payer Period End Date) over (y) the
Strike Rate.
Floating Rate Day Count Fraction: 30/360
Reset Dates: The first day of Each Calculation Period.
Compounding: Inapplicable
Business Days: New York
-2-
XXXXXX XXXXXXX
Calculation Agent: Party A; provided, however, that if an Event of Default occurs
with respect to Party A, then Party B shall be entitled to
appoint a financial institution which would qualify as a
Reference Market-maker to act as Calculation Agent.
3. Account Details:
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Xxxxxx Xxxxxxx Capital Services Inc.
Account No. 0000 0000
Operations Contact: Xxxx Xxxxxx
Tel 000 000-0000
Fax 000 000-0000
Payments to Party B: Xxxxx Fargo Bank, National Association
ABA No. 000-000-000
Account Name: Corporate Trust Clearing
Account No. 0000000000 for further credit to 50909001,
MSM 2006-5AR
Ref: MSM 2006-5AR, Class A
4. Modifications to the Agreement:
The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:
(a) "Cross Default" applies to Party A but not to Party B.
(b) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6 of
the Agreement if Party B has satisfied in full all of its payment
obligations under Section 2(a)(i) of the Agreement, then unless Party A
is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of such
payment, (a) the occurrence of an event described in Section 5(a) of the
Agreement with respect to Party B shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a result
of a Termination Event set forth in either Section 5(b)(i) or Section
5(b)(ii) of the Agreement with respect to Party A as the Affected Party
or Section 5(b)(iii) of the Agreement with respect to Party A as the
Burdened Party. For purposes of the Transaction to which this
Confirmation relates, Party B's only obligation under Section 2(a)(i) of
the Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
(c) "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
the equivalent in another currency, currency unit or combination
thereof).
(d) Payments on Early Termination. "Market Quotation" and "Second Method"
will apply for the purpose of Section 6(e) of this Agreement.
(e) "Termination Currency" means United States Dollars.
(f) Party A and Party B Payer Tax Representations. For the purpose of Section
3(e), each of Party A and Party B makes the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from
any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to
be made by it to the other
-3-
XXXXXX XXXXXXX
party under this Agreement. In making this representation, it may rely on
(i) the accuracy of any representation made by the other party pursuant
to Section 3(f); (ii) the satisfaction of the agreement of the other
party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the agreement
of the other party contained in Section 4(d), provided that it shall not
be a breach of this representation where reliance is placed on clause
(ii) and the other party does not deliver a form or document under
Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position.
(g) Payee Tax Representations
(i) For the purpose of Section 3(f), Party A makes the following
representation:
It is a corporation duly organized and incorporated under the laws
of the State of Delaware and is not a foreign corporation for United
States tax purposes.
(ii) For the purpose of Section 3(f), Party B makes the following
representation:
It is a trust duly formed under the laws of the State of New York
and is not a foreign corporation for United States tax purposes.
(h) Governing Law; Jurisdiction. This Agreement, each Credit Support Document
and each Confirmation will be governed by and construed in accordance
with the laws of the State of New York, without reference to choice of
law doctrine. Section 13(b) is amended by: (1) deleting "non-" from the
second line of clause (i); and (2) deleting the final paragraph.
(i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of
any Proceedings relating to this Agreement or any Credit Support
Document.
(j) "Affiliate" has the meaning specified in Section 14, but excludes Xxxxxx
Xxxxxxx Derivative Products Inc.
(k) Additional Representations. Section 3 is hereby amended by adding at the
end thereof the following Subparagraphs:
(i) It is an "eligible contract participant" within the meaning of
Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
amended by the Commodity Futures Modernization Act of 2000.
(ii) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of
its business.
(iii) It is entering into this Agreement, any Credit Support Document to
which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and not
as agent or in any other capacity, fiduciary or otherwise).
(iv) ERISA Representation. It continuously represents that it is not (i)
an employee benefit plan (hereinafter an "ERISA Plan"), as defined
in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), subject to Title I of ERISA or a plan
subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, or subject to any other statute, regulation, procedure or
restriction that is materially similar to Section 406 of ERISA or
Section 4975 of the Code (together with ERISA Plans, "Plans"), (ii)
a person acting on behalf of a Plan or (iii) a person any of the
assets of whom constitute assets of a Plan, unless its entry into
and performance under this agreement satisfy the requirements for
exemptive relief under Prohibited Transactions Exemption 90-24, as
amended. It will provide notice to the other party in the event that
it is aware that it is in breach of any aspect of this
representation or is aware that with the
-4-
XXXXXX XXXXXXX
passing of time, giving of notice or expiry of any applicable grace
period it will breach this representation.
(l) Relationship Between Parties. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. In the case of Party A, it is acting for its own
account, and in the case of Party B, it is acting as Trustee. Party
A has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such
advisers as it has deemed necessary and, with respect to Party B, as
directed under the PSA. It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood
that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment
advice or a recommendation to enter into that Transaction. No
communication (written or oral) received from the other party shall
be deemed to be an assurance or guarantee as to the expected results
of that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the merits
of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable of
assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. Party A and Party B are not acting as a
fiduciary for or an adviser to each other in respect of that
Transaction.
(iv) Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and delivered
by Xxxxx Fargo Bank, National Association, not in its individual
capacity but solely as Securities Administrator on behalf of the
Trustee under the PSA in the exercise of the powers and authority
conferred to and vested in it thereunder, (ii) each of the
representations, undertakings and agreements herein made on behalf
of the trust created under the PSA is made and intended not as
personal representation, undertaking or agreement of the Securities
Administrator, but is made and intended for the purpose of binding
only such trust and (iii) under no circumstances shall Xxxxx Fargo
Bank, National Association in its individual capacity be personally
liable for the payment of any indebtedness or expenses or be
personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under this
Confirmation.
-5-
XXXXXX XXXXXXX
(m) Addresses for Notices. For the purpose of Section 12(a):
(i) Address for notices or communications to Party A:
Xxxxxx Xxxxxxx Capital Services Inc.
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Facsimile No.: 000-000-0000
(ii) Address for notices or communications to Party B:
Address: Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MSM 2006-5AR
Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000
(n) Set-Off. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all
rights it may have to set off, net, recoup or otherwise withhold or
suspend or condition payment or performance of any obligation between it
and the other party hereunder against any obligation between it and the
other party under any other agreements. The provisions for Set-Off set
fort in Section 6(e) of the Agreement shall not apply for purposes of
this Transaction.
(o) Notices. Section 12(a) is amended by adding in the third line thereof
after the phrase "messaging system" and before the ")" the words, ";
provided, however, any such notice or other communication may be given by
facsimile transmission if telex is unavailable, no telex number is
supplied to the party providing notice, or if answer back confirmation is
not received from the party to whom the telex is sent."
(p) Obligations. Section 2 is amended by adding the following to the end
thereof:
"(f) Party B shall deliver or cause to be delivered to Party A IRS Form
W-9 (or successor thereto) as soon as is practicable after the Effective
Date."
(q) Covenant to Provide Additional Hedge Counterparty Information. If
requested by the Depositor for the purpose of compliance with Item
1115(b) of Regulation AB with respect to any Transaction under this
Agreement, Party A shall upon five days written notice either (A) (a)
provide the financial data required by Item 1115(b)(1) or (b)(2) of
Regulation AB (as specified by the Depositor to Party A) with respect to
Party A (or any entity that guarantees Party A) and any affiliated
entities providing derivative instruments to Party B (the "Company
Financial Information"), in a form appropriate for use in the Prospectus
Supplement and in an XXXXX-compatible form; (b) if applicable, cause its
accountants to issue their consent to filing or incorporation by
reference of such financial statements in the Exchange Act Reports of
Party B and (c) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information as required
under Item 1115(b) of Regulation AB to the Depositor in an
XXXXX-compatible form and if applicable, cause its accountants to issue
their consent to filing or incorporation by reference of such financial
statements in the Exchange Act Reports of Party A or (B) assign this
Agreement as provided below.
It shall be an Additional Termination Event, with Party A the sole
Affected Party, if Party A has failed to deliver any Company Financial
Information when and as required under this Part 4(q) hereof, which
continues unremedied for the lesser of ten calendar days after the date
on which such information, report, certification or accountants' consent
was required to be delivered or such period in which the applicable
-6-
XXXXXX XXXXXXX
Exchange Act Report for which such information is required can be timely
filed (without taking into account any extensions permitted to be filed),
and Party A has not, at its own cost, within the period in which the
applicable Exchange Act Report for which such information is required can
be timely filed caused another entity (which meets any ratings related
requirement of the applicable rating agencies at such time) to replace
Party A as party to this Agreement that (i) has agreed to deliver any
information, report, certification or accountants' consent when and as
required under this Part 4(q) hereof, (ii) satisfies the requirements of
each Rating Agency and (iv) is approved by the Depositor (which approval
shall not be unreasonably withheld).
As used in this Agreement the following words shall have the following
meanings:
"Depositor" shall mean Xxxxxx Xxxxxxx Capital I Inc.
"XXXXX" shall mean the Commission's Electronic Data Gathering, Analysis
and Retrieval system.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
and the rules and regulations promulgated thereunder
"Exchange Act Reports" shall mean all Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to
be filed with respect to Party B pursuant to the Exchange Act.
"Prospectus Supplement" shall mean the prospectus supplement prepared in
connection with the public offering and sale of the Offered Certificates.
"Rating Agency" shall mean each of Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors Service, Inc. If any
such organization or a successor is no longer in existence, "Rating
Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee.
References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
"Regulation AB" shall mean the Asset Backed Securities Regulation AB, 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(Jan. 7, 2005)) or by the staff of the Commission, or as may be provided
by the Commission or its staff from time to time.
-7-
XXXXXX XXXXXXX
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us.
Best Regards,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: XX
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual
capacity but solely as Securities
Administrator on behalf of
XXXXXX XXXXXXX MORTGAGE LOAN
TRUST 2006-5AR
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxx
Title: VP
-8-
XXXXXX XXXXXXX
Schedule A
Class A
Interest Rate Cap Schedule
Floating Rate Notional
Payer Amount Strike Rate Ceiling Rate
Period End Date ($) Multiplier (%) (%)
----------------------- --------------- ------------ ------------ -------------
May 25, 2006......... 5,031,244.20 100.00 5.761 11.250
June 25, 2006........ 4,921,741.83 100.00 5.761 11.250
July 25, 2006........ 4,812,813.08 100.00 5.761 11.250
August 25, 2006...... 4,704,452.96 100.00 5.761 11.250
September 25, 2006... 4,596,662.14 100.00 5.761 11.250
October 25, 2006..... 4,489,446.81 100.00 5.761 11.250
November 25, 2006.... 4,382,818.45 100.00 5.761 11.250
December 25, 2006.... 4,276,807.96 100.00 5.762 11.250
January 25, 2007..... 4,172,529.92 100.00 5.762 11.250
February 25, 2007.... 4,070,498.27 100.00 6.088 11.250
March 25, 2007....... 3,970,747.69 100.00 6.087 11.250
April 25, 2007....... 3,873,234.19 100.00 6.087 11.250
May 25, 2007......... 3,777,907.32 100.00 6.087 11.250
June 25, 2007........ 3,684,717.78 100.00 6.086 11.250
July 25, 2007........ 3,593,617.42 100.00 6.086 11.250
August 25, 2007...... 3,504,559.14 100.00 6.085 11.250
September 25, 2007... 3,417,496.94 100.00 6.085 11.250
October 25, 2007..... 3,332,385.85 100.00 6.086 11.250
November 25, 2007.... 3,249,181.95 100.00 6.086 11.250
December 25, 2007.... 3,167,842.28 100.00 6.087 11.250
January 25, 2008..... 3,088,324.87 100.00 6.119 11.250
February 25, 2008.... 3,010,588.95 100.00 6.638 11.250
March 25, 2008....... 2,934,620.94 100.00 6.656 11.250
April 25, 2008....... 2,860,353.54 100.00 6.656 11.250
May 25, 2008......... 2,787,748.52 100.00 6.654 11.250
June 25, 2008........ 2,716,768.50 100.00 6.661 11.250
July 25, 2008........ 2,647,378.28 100.00 6.699 11.250
August 25, 2008...... 2,579,537.25 100.00 6.837 11.250
September 25, 2008... 2,513,220.86 100.00 6.923 11.250
October 25, 2008..... 2,448,357.47 100.00 6.945 11.250
November 25, 2008.... 2,384,945.79 100.00 7.008 11.250
December 25, 2008.... 2,322,943.86 100.00 7.100 11.250
January 25, 2009..... 2,266,917.10 100.00 7.164 11.250
February 25, 2009.... 2,212,191.86 100.00 7.679 11.250
March 25, 2009....... 2,158,749.67 100.00 7.701 11.250
April 25, 2009....... 2,106,549.27 100.00 7.699 11.250
May 25, 2009......... 2,059,914.45 100.00 7.699 11.250
June 25, 2009........ 2,014,318.12 100.00 7.703 11.250
July 25, 2009........ 1,969,738.25 100.00 7.706 11.250
August 25, 2009...... 1,926,151.25 100.00 7.714 11.250
September 25, 2009... 1,883,536.08 100.00 7.749 11.250
October 25, 2009..... 1,841,877.56 100.00 7.746 11.250
November 25, 2009.... 1,801,145.67 100.00 7.755 11.250
December 25, 2009.... 1,761,321.88 100.00 7.783 11.250
January 25, 2010..... 1,722,390.32 100.00 7.785 11.250
February 25, 2010.... 1,684,324.30 100.00 7.820 11.250
March 25, 2010....... 1,647,104.87 100.00 7.821 11.250
April 25, 2010....... 1,610,712.73 100.00 7.818 11.250
May 25, 2010......... 1,575,129.04 100.00 7.815 11.250
June 25, 2010........ 1,540,335.71 100.00 7.812 11.250
July 25, 2010........ 1,506,315.12 100.00 7.810 11.250
August 25, 2010...... 1,473,049.91 100.00 7.827 11.250
September 25, 2010... 1,440,521.53 100.00 7.858 11.250
October 25, 2010..... 1,408,717.72 100.00 7.887 11.250
November 25, 2010.... 1,377,609.46 100.00 8.116 11.250
December 25, 2010.... 1,347,164.02 100.00 8.285 11.250
January 25, 2011..... 1,317,403.21 100.00 8.620 11.250
February 25, 2011.... 1,288,302.35 100.00 9.011 11.250
-9-
XXXXXX XXXXXXX
Floating Rate Notional
Payer Amount Strike Rate Ceiling Rate
Period End Date ($) Multiplier (%) (%)
----------------------- --------------- ------------ ------------ -------------
March 25, 2011....... 1,259,832.34 100.00 9.163 11.250
April 25, 2011....... 1,231,995.89 100.00 9.160 11.250
May 25, 2011......... 1,204,777.30 100.00 9.154 11.250
June 25, 2011........ 1,178,162.49 100.00 9.148 11.250
July 25, 2011........ 1,152,137.89 100.00 9.143 11.250
August 25, 2011...... 1,126,690.30 100.00 9.138 11.250
September 25, 2011... 1,101,806.85 100.00 9.135 11.250
October 25, 2011..... 1,077,475.50 100.00 9.151 11.250
November 25, 2011.... 1,053,686.77 100.00 9.148 11.250
December 25, 2011.... 1,030,425.32 100.00 9.142 11.250
January 25, 2012..... 1,007,679.16 100.00 9.135 11.250
February 25, 2012.... 985,436.78 100.00 9.131 11.250
March 25, 2012....... 963,686.96 100.00 9.124 11.250
April 25, 2012....... 942,418.72 100.00 9.121 11.250
May 25, 2012......... 921,621.54 100.00 9.114 11.250
June 25, 2012........ 901,284.71 100.00 9.108 11.250
July 25, 2012........ 881,397.98 100.00 9.102 11.250
August 25, 2012...... 861,951.31 100.00 9.096 11.250
September 25, 2012... 842,934.91 100.00 9.096 11.250
October 25, 2012..... 824,338.87 100.00 9.101 11.250
November 25, 2012.... 806,155.35 100.00 9.095 11.250
December 25, 2012.... 788,373.97 100.00 9.089 11.250
January 25, 2013..... 770,985.78 100.00 9.083 11.250
February 25, 2013.... 753,982.01 100.00 9.076 11.250
March 25, 2013....... 737,354.13 100.00 9.070 11.250
April 25, 2013....... 721,093.78 100.00 9.064 11.250
May 25, 2013......... 705,192.78 100.00 9.058 11.250
June 25, 2013........ 689,643.15 100.00 9.052 11.250
July 25, 2013........ 674,437.07 100.00 9.045 11.250
August 25, 2013...... 659,566.91 100.00 9.039 11.250
September 25, 2013... 645,025.21 100.00 9.033 11.250
October 25, 2013..... 630,804.67 100.00 9.027 11.250
November 25, 2013.... 616,898.28 100.00 9.021 11.250
December 25, 2013.... 603,298.94 100.00 9.015 11.250
January 25, 2014..... 589,999.83 100.00 9.008 11.250
February 25, 2014.... 576,994.28 100.00 9.002 11.250
March 25, 2014....... 564,275.78 100.00 8.996 11.250
April 25, 2014....... 551,837.96 100.00 8.989 11.250
May 25, 2014......... 539,674.59 100.00 8.983 11.250
June 25, 2014........ 527,779.58 100.00 8.977 11.250
July 25, 2014........ 516,146.98 100.00 8.971 11.250
August 25, 2014...... 504,770.98 100.00 8.964 11.250
September 25, 2014... 493,645.87 100.00 8.958 11.250
October 25, 2014..... 482,766.10 100.00 8.952 11.250
November 25, 2014.... 472,126.27 100.00 8.946 11.250
December 25, 2014
and thereafter..... 0.00 100.00 N/A N/A
-10-
XXXXXX XXXXXXX
----------------------------------------------------------------------------------------------------------------
Date: March 31, 2006
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-5AR From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
------------------------------------------------------------ ---------------------------------------------------
Re: Cap Ref. No. KQBDA, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 (together, "Class M")
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Xxxxxx Xxxxxxx Capital
Services Inc. and Xxxxx Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-5AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of March 1, 2006, among
Xxxxxx Xxxxxxx Capital I Inc. (the "Depositor"), the Securities Administrator
as master servicer and securities administrator and LaSalle Bank National
Association as trustee (the "Trustee"), on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement below.
The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation evidences a complete, binding agreement between you
and us as to the terms of the Transaction to which this Confirmation relates.
In addition, this Confirmation supplements, forms a part of, and is subject to
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border), with such modifications as are specified herein, as if we had
executed an Agreement in such form on the Trade Date of the first such
Transaction between us (the "Agreement"). All provisions contained or
incorporated by reference in the Agreement shall govern this Confirmation
except as expressly modified below. In the event of any inconsistency between
the provisions of that Agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Xxxxxx Xxxxxxx Capital Services Inc.
Party A Credit Support: Payments guaranteed by Xxxxxx Xxxxxxx
Party B: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-5AR
Trade Date: March 27, 2006
Notional Amount: See Schedule A attached hereto
Effective Date: April 25, 2006
Termination Date: November 25, 2014
XXXXXX XXXXXXX
Fixed Amounts:
-------------
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Date: March 31, 2006
Fixed Amount: USD $187,000 (Party A hereby acknowledges receipt of payment
in full of this amount)
Floating Amounts:
----------------
Floating Amount: The product of (a) the Floating Rate, (b) the Floating Rate
Day Count Fraction, (c) the "Notional Amount" (as set forth in
Schedule A hereto for the related Floating Rate Payer Payment
Date) and (d) the "Multiplier" (as set forth in Schedule A
hereto for the related Floating Rate Payer Period End Date).
Floating Rate Payer: Party A
Strike Rate: For the Calculation Period related to a Floating Rate Payer
Payment Date, the "Strike Rate" (as set forth in Schedule A
hereto for such Floating Rate Payer Period End Date).
Floating Rate Payer Payment Dates: Early Payment -- For each Calculation Period, the first
Business Day prior to each Floating Rate Payer Period End
Date.
Floating Rate Payer Period End Date(s): The 25th of each month in each year from (and including) May
25, 2006 to (and including) the Termination Date with no
adjustment to Period End Dates.
For the avoidance of doubt, the initial Calculation Period
will accrue from and including the Effective Date to but
excluding May 25, 2006 and that the final Calculation Period
will accrue from and including October 25, 2014 to but
excluding the Termination Date.
Floating Rate: For the Calculation Period related to a Floating Rate Payer
Payment Date, the excess, if any, of (x) the lesser of (a)
USD-LIBOR-BBA with a Designated Maturity of 1 month and (b)
the "Ceiling Rate" (as set forth in Schedule A hereto for the
related Floating Rate Payer Period End Date) over (y) the
Strike Rate.
Floating Rate Day Count Fraction: 30/360
Reset Dates: The first day of Each Calculation Period.
Compounding: Inapplicable
Business Days: New York
-2-
XXXXXX XXXXXXX
Calculation Agent: Party A; provided, however, that if an Event of Default occurs
with respect to Party A, then Party B shall be entitled to
appoint a financial institution which would qualify as a
Reference Market-maker to act as Calculation Agent.
3. Account Details:
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Xxxxxx Xxxxxxx Capital Services Inc.
Account No. 0000 0000
Operations Contact: Xxxx Xxxxxx
Tel 000 000-0000
Fax 000 000-0000
Payments to Party B: Xxxxx Fargo Bank, National Association
ABA No. 000-000-000
Account Name: Corporate Trust Clearing
Account No. 0000000000 for further credit to 50909001,
MSM 2006-5AR
Ref: MSM 2006-5AR, Class M
4. Modifications to the Agreement:
The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:
(a) "Cross Default" applies to Party A but not to Party B.
(b) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6 of
the Agreement if Party B has satisfied in full all of its payment
obligations under Section 2(a)(i) of the Agreement, then unless Party A
is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of such
payment, (a) the occurrence of an event described in Section 5(a) of the
Agreement with respect to Party B shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a result
of a Termination Event set forth in either Section 5(b)(i) or Section
5(b)(ii) of the Agreement with respect to Party A as the Affected Party
or Section 5(b)(iii) of the Agreement with respect to Party A as the
Burdened Party. For purposes of the Transaction to which this
Confirmation relates, Party B's only obligation under Section 2(a)(i) of
the Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
(c) "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
the equivalent in another currency, currency unit or combination
thereof).
(d) Payments on Early Termination. "Market Quotation" and "Second Method"
will apply for the purpose of Section 6(e) of this Agreement.
(e) "Termination Currency" means United States Dollars.
(f) Party A and Party B Payer Tax Representations. For the purpose of Section
3(e), each of Party A and Party B makes the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from
any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to
be made by it to the other
-3-
XXXXXX XXXXXXX
party under this Agreement. In making this representation, it may rely on
(i) the accuracy of any representation made by the other party pursuant
to Section 3(f); (ii) the satisfaction of the agreement of the other
party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the agreement
of the other party contained in Section 4(d), provided that it shall not
be a breach of this representation where reliance is placed on clause
(ii) and the other party does not deliver a form or document under
Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position.
(g) Payee Tax Representations
(i) For the purpose of Section 3(f), Party A makes the following
representation:
It is a corporation duly organized and incorporated under the laws
of the State of Delaware and is not a foreign corporation for United
States tax purposes.
(ii) For the purpose of Section 3(f), Party B makes the following
representation:
It is a trust duly formed under the laws of the State of New York
and is not a foreign corporation for United States tax purposes.
(h) Governing Law; Jurisdiction. This Agreement, each Credit Support Document
and each Confirmation will be governed by and construed in accordance
with the laws of the State of New York, without reference to choice of
law doctrine. Section 13(b) is amended by: (1) deleting "non-" from the
second line of clause (i); and (2) deleting the final paragraph.
(i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of
any Proceedings relating to this Agreement or any Credit Support
Document.
(j) "Affiliate" has the meaning specified in Section 14, but excludes Xxxxxx
Xxxxxxx Derivative Products Inc.
(k) Additional Representations. Section 3 is hereby amended by adding at the
end thereof the following Subparagraphs:
(i) It is an "eligible contract participant" within the meaning of
Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
amended by the Commodity Futures Modernization Act of 2000.
(ii) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of
its business.
(iii) It is entering into this Agreement, any Credit Support Document to
which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and not
as agent or in any other capacity, fiduciary or otherwise).
(iv) ERISA Representation. It continuously represents that it is not (i)
an employee benefit plan (hereinafter an "ERISA Plan"), as defined
in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), subject to Title I of ERISA or a plan
subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, or subject to any other statute, regulation, procedure or
restriction that is materially similar to Section 406 of ERISA or
Section 4975 of the Code (together with ERISA Plans, "Plans"), (ii)
a person acting on behalf of a Plan or (iii) a person any of the
assets of whom constitute assets of a Plan, unless its entry into
and performance under this agreement satisfy the requirements for
exemptive relief under Prohibited Transactions Exemption 90-24, as
amended. It will provide notice to the other party in the event that
it is aware that it is in breach of any aspect of this
representation or is aware that with the
-4-
XXXXXX XXXXXXX
passing of time, giving of notice or expiry of any applicable grace
period it will breach this representation.
(l) Relationship Between Parties. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. In the case of Party A, it is acting for its own
account, and in the case of Party B, it is acting as Trustee. Party
A has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such
advisers as it has deemed necessary and, with respect to Party B, as
directed under the PSA. It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood
that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment
advice or a recommendation to enter into that Transaction. No
communication (written or oral) received from the other party shall
be deemed to be an assurance or guarantee as to the expected results
of that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the merits
of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable of
assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. Party A and Party B are not acting as a
fiduciary for or an adviser to each other in respect of that
Transaction.
(iv) Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and delivered
by Xxxxx Fargo Bank, National Association, not in its individual
capacity but solely as Securities Administrator on behalf of the
Trustee under the PSA in the exercise of the powers and authority
conferred to and vested in it thereunder, (ii) each of the
representations, undertakings and agreements herein made on behalf
of the trust created under the PSA is made and intended not as
personal representation, undertaking or agreement of the Securities
Administrator, but is made and intended for the purpose of binding
only such trust and (iii) under no circumstances shall Xxxxx Fargo
Bank, National Association in its individual capacity be personally
liable for the payment of any indebtedness or expenses or be
personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under this
Confirmation.
-5-
XXXXXX XXXXXXX
(m) Addresses for Notices. For the purpose of Section 12(a):
(i) Address for notices or communications to Party A:
Xxxxxx Xxxxxxx Capital Services Inc.
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Facsimile No.: 000-000-0000
(ii) Address for notices or communications to Party B:
Address: Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - MSM 2006-5AR
Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000
(n) Set-Off. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all
rights it may have to set off, net, recoup or otherwise withhold or
suspend or condition payment or performance of any obligation between it
and the other party hereunder against any obligation between it and the
other party under any other agreements. The provisions for Set-Off set
fort in Section 6(e) of the Agreement shall not apply for purposes of
this Transaction.
(o) Notices. Section 12(a) is amended by adding in the third line thereof
after the phrase "messaging system" and before the ")" the words, ";
provided, however, any such notice or other communication may be given by
facsimile transmission if telex is unavailable, no telex number is
supplied to the party providing notice, or if answer back confirmation is
not received from the party to whom the telex is sent."
(p) Obligations. Section 2 is amended by adding the following to the end
thereof:
"(f) Party B shall deliver or cause to be delivered to Party A IRS Form
W-9 (or successor thereto) as soon as is practicable after the Effective
Date."
(q) Covenant to Provide Additional Hedge Counterparty Information. If
requested by the Depositor for the purpose of compliance with Item
1115(b) of Regulation AB with respect to any Transaction under this
Agreement, Party A shall upon five days written notice either (A) (a)
provide the financial data required by Item 1115(b)(1) or (b)(2) of
Regulation AB (as specified by the Depositor to Party A) with respect to
Party A (or any entity that guarantees Party A) and any affiliated
entities providing derivative instruments to Party B (the "Company
Financial Information"), in a form appropriate for use in the Prospectus
Supplement and in an XXXXX-compatible form; (b) if applicable, cause its
accountants to issue their consent to filing or incorporation by
reference of such financial statements in the Exchange Act Reports of
Party B and (c) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information as required
under Item 1115(b) of Regulation AB to the Depositor in an
XXXXX-compatible form and if applicable, cause its accountants to issue
their consent to filing or incorporation by reference of such financial
statements in the Exchange Act Reports of Party A or (B) assign this
Agreement as provided below.
It shall be an Additional Termination Event, with Party A the sole
Affected Party, if Party A has failed to deliver any Company Financial
Information when and as required under this Part 4(q) hereof, which
continues unremedied for the lesser of ten calendar days after the date
on which such information, report, certification or accountants' consent
was required to be delivered or such period in which the applicable
-6-
XXXXXX XXXXXXX
Exchange Act Report for which such information is required can be timely
filed (without taking into account any extensions permitted to be filed),
and Party A has not, at its own cost, within the period in which the
applicable Exchange Act Report for which such information is required can
be timely filed caused another entity (which meets any ratings related
requirement of the applicable rating agencies at such time) to replace
Party A as party to this Agreement that (i) has agreed to deliver any
information, report, certification or accountants' consent when and as
required under this Part 4(q) hereof, (ii) satisfies the requirements of
each Rating Agency and (iv) is approved by the Depositor (which approval
shall not be unreasonably withheld).
As used in this Agreement the following words shall have the following
meanings:
"Depositor" shall mean Xxxxxx Xxxxxxx Capital I Inc.
"XXXXX" shall mean the Commission's Electronic Data Gathering, Analysis
and Retrieval system.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
and the rules and regulations promulgated thereunder
"Exchange Act Reports" shall mean all Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to
be filed with respect to Party B pursuant to the Exchange Act.
"Prospectus Supplement" shall mean the prospectus supplement prepared in
connection with the public offering and sale of the Offered Certificates.
"Rating Agency" shall mean each of Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors Service, Inc. If any
such organization or a successor is no longer in existence, "Rating
Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee.
References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
"Regulation AB" shall mean the Asset Backed Securities Regulation AB, 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(Jan. 7, 2005)) or by the staff of the Commission, or as may be provided
by the Commission or its staff from time to time.
-7-
XXXXXX XXXXXXX
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us.
Best Regards,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: XX
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual
capacity but solely as Securities
Administrator on behalf of
XXXXXX XXXXXXX MORTGAGE LOAN
TRUST 2006-5AR
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxx
Title: VP
-8-
XXXXXX XXXXXXX
Schedule A
Class M
Interest Rate Cap Schedule
Floating Rate Notional
Payer Amount Strike Rate Ceiling Rate
Period End Date ($) Multiplier (%) (%)
----------------------- --------------- ------------ ------------ -------------
May 25, 2006......... 325,414.81 100.00 5.481 10.970
June 25, 2006........ 325,318.70 100.00 5.481 10.970
July 25, 2006........ 325,221.69 100.00 5.481 10.970
August 25, 2006...... 325,123.81 100.00 5.481 10.970
September 25, 2006... 325,025.07 100.00 5.481 10.970
October 25, 2006..... 324,925.52 100.00 5.481 10.970
November 25, 2006.... 324,825.17 100.00 5.481 10.970
December 25, 2006.... 324,724.07 100.00 5.482 10.970
January 25, 2007..... 324,622.23 100.00 5.482 10.970
February 25, 2007.... 324,519.68 100.00 5.808 10.970
March 25, 2007....... 324,417.19 100.00 5.807 10.970
April 25, 2007....... 324,313.97 100.00 5.807 10.970
May 25, 2007......... 324,210.02 100.00 5.807 10.970
June 25, 2007........ 324,105.32 100.00 5.806 10.970
July 25, 2007........ 323,999.89 100.00 5.806 10.970
August 25, 2007...... 323,893.70 100.00 5.805 10.970
September 25, 2007... 323,786.75 100.00 5.805 10.970
October 25, 2007..... 323,679.05 100.00 5.806 10.970
November 25, 2007.... 323,570.58 100.00 5.806 10.970
December 25, 2007.... 323,461.33 100.00 5.807 10.970
January 25, 2008..... 323,351.31 100.00 5.839 10.970
February 25, 2008.... 323,240.54 100.00 6.358 10.970
March 25, 2008....... 323,131.92 100.00 6.376 10.970
April 25, 2008....... 323,022.51 100.00 6.376 10.970
May 25, 2008......... 322,912.31 100.00 6.374 10.970
June 25, 2008........ 322,801.31 100.00 6.381 10.970
July 25, 2008........ 322,689.65 100.00 6.419 10.970
August 25, 2008...... 322,576.74 100.00 6.557 10.970
September 25, 2008... 322,463.87 100.00 6.643 10.970
October 25, 2008..... 322,346.13 100.00 6.665 10.970
November 25, 2008.... 322,227.53 100.00 6.728 10.970
December 25, 2008.... 322,106.78 100.00 6.820 10.970
January 25, 2009..... 318,479.65 100.00 6.884 10.970
February 25, 2009.... 314,893.50 100.00 7.399 10.970
March 25, 2009....... 311,349.49 100.00 7.421 10.970
April 25, 2009....... 307,845.47 100.00 7.419 10.970
May 25, 2009......... 301,030.38 100.00 7.419 10.970
June 25, 2009........ 294,367.06 100.00 7.423 10.970
July 25, 2009........ 287,852.27 100.00 7.426 10.970
August 25, 2009...... 281,482.59 100.00 7.434 10.970
September 25, 2009... 275,254.92 100.00 7.469 10.970
October 25, 2009..... 269,167.05 100.00 7.466 10.970
November 25, 2009.... 263,214.61 100.00 7.475 10.970
December 25, 2009.... 257,394.86 100.00 7.503 10.970
January 25, 2010..... 251,705.51 100.00 7.505 10.970
February 25, 2010.... 246,142.64 100.00 7.540 10.970
March 25, 2010....... 240,703.50 100.00 7.541 10.970
April 25, 2010....... 235,385.25 100.00 7.538 10.970
May 25, 2010......... 230,185.14 100.00 7.535 10.970
June 25, 2010........ 225,100.54 100.00 7.532 10.970
July 25, 2010........ 220,128.86 100.00 7.530 10.970
August 25, 2010...... 215,267.57 100.00 7.547 10.970
September 25, 2010... 210,513.96 100.00 7.578 10.970
October 25, 2010..... 205,866.24 100.00 7.607 10.970
November 25, 2010.... 201,320.16 100.00 7.836 10.970
December 25, 2010.... 196,870.94 100.00 8.005 10.970
January 25, 2011..... 192,521.78 100.00 8.340 10.970
February 25, 2011.... 188,269.06 100.00 8.731 10.970
-9-
XXXXXX XXXXXXX
Floating Rate Notional
Payer Amount Strike Rate Ceiling Rate
Period End Date ($) Multiplier (%) (%)
----------------------- --------------- ------------ ------------ -------------
March 25, 2011....... 184,108.52 100.00 8.883 10.970
April 25, 2011....... 180,040.58 100.00 8.880 10.970
May 25, 2011......... 176,062.93 100.00 8.874 10.970
June 25, 2011........ 172,173.51 100.00 8.868 10.970
July 25, 2011........ 168,370.35 100.00 8.863 10.970
August 25, 2011...... 164,651.50 100.00 8.858 10.970
September 25, 2011... 161,015.10 100.00 8.855 10.970
October 25, 2011..... 157,459.38 100.00 8.871 10.970
November 25, 2011.... 153,982.96 100.00 8.868 10.970
December 25, 2011.... 150,583.60 100.00 8.862 10.970
January 25, 2012..... 147,259.53 100.00 8.855 10.970
February 25, 2012.... 144,009.09 100.00 8.851 10.970
March 25, 2012....... 140,830.63 100.00 8.844 10.970
April 25, 2012....... 137,722.55 100.00 8.841 10.970
May 25, 2012......... 134,683.30 100.00 8.834 10.970
June 25, 2012........ 131,711.34 100.00 8.828 10.970
July 25, 2012........ 128,805.14 100.00 8.822 10.970
August 25, 2012...... 125,963.26 100.00 8.816 10.970
September 25, 2012... 123,184.25 100.00 8.816 10.970
October 25, 2012..... 120,466.67 100.00 8.821 10.970
November 25, 2012.... 117,809.39 100.00 8.815 10.970
December 25, 2012.... 115,210.86 100.00 8.809 10.970
January 25, 2013..... 112,669.80 100.00 8.803 10.970
February 25, 2013.... 110,184.91 100.00 8.796 10.970
March 25, 2013....... 107,754.96 100.00 8.790 10.970
April 25, 2013....... 105,378.71 100.00 8.784 10.970
May 25, 2013......... 103,054.98 100.00 8.778 10.970
June 25, 2013........ 100,782.60 100.00 8.772 10.970
July 25, 2013........ 98,560.43 100.00 8.765 10.970
August 25, 2013...... 96,387.34 100.00 8.759 10.970
September 25, 2013... 94,262.26 100.00 8.753 10.970
October 25, 2013..... 92,184.11 100.00 8.747 10.970
November 25, 2013.... 90,151.86 100.00 8.741 10.970
December 25, 2013.... 88,164.49 100.00 8.735 10.970
January 25, 2014..... 86,220.99 100.00 8.728 10.970
February 25, 2014.... 84,320.40 100.00 8.722 10.970
March 25, 2014....... 82,461.75 100.00 8.716 10.970
April 25, 2014....... 80,644.12 100.00 8.709 10.970
May 25, 2014......... 78,866.60 100.00 8.703 10.970
June 25, 2014........ 77,128.29 100.00 8.697 10.970
July 25, 2014........ 75,428.34 100.00 8.691 10.970
August 25, 2014...... 73,765.88 100.00 8.684 10.970
September 25, 2014... 72,140.09 100.00 8.678 10.970
October 25, 2014..... 70,550.15 100.00 8.672 10.970
November 25, 2014.... 68,995.27 100.00 8.666 10.970
December 25, 2014
and thereafter..... 0.00 100.00 N/A N/A
-10-
