Exhibit 99.4
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Date: February 28, 2006
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
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Re: Cap Ref. No. KQBCS, Class 1-A-1, Class 1-A-2 and Class 1-A-3
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Xxxxxx Xxxxxxx Capital
Services Inc. and Xxxxx Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of February 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 2006-3AR
Trade Date: February 23, 2006
Notional Amount: See Schedule A attached hereto
Effective Date: Xxxxx 00, 0000
Xxxxxxxxxxx Date: November 25, 2014
XXXXXX XXXXXXX
Fixed Amounts:
--------------
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Date: February 27, 2006
Fixed Amount: USD $1,059,000 (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) April
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
April 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
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Calculation Agent: Party A; provided, however, that if an Event of Default occurs
with respect to Party A, then Party B shall be entitled to
appoint a financial institution which would qualify as a
Reference Market-maker to act as Calculation Agent.
3. Account Details:
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Xxxxxx Xxxxxxx Capital Services Inc.
Account No. 0000 0000
perations 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 50896101,
MSM 2006-3AR
Ref: MSM 2006-3AR, Class 1-A-1, Class 1-A-2 and Class 1-A-3.
4. Modifications to the Agreement:
The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:
(a) "Cross Default" applies to Party A but not to Party B.
(b) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Agreement if Party B has satisfied in full all of its payment
obligations under Section 2(a)(i) of the Agreement, then unless Party A
is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of such
payment, (a) the occurrence of an event described in Section 5(a) of the
Agreement with respect to Party B shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a
result of a Termination Event set forth in either Section 5(b)(i) or
Section 5(b)(ii) of the Agreement with respect to Party A as the
Affected Party or Section 5(b)(iii) of the Agreement with respect to
Party A as the Burdened Party. For purposes of the Transaction to which
this Confirmation relates, Party B's only obligation under Section
2(a)(i) of the Agreement is to pay the Fixed Amount on the Fixed Rate
Payer Payment Date.
(c) "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
the equivalent in another currency, currency unit or combination
thereof).
(d) Payments on Early Termination. "Market Quotation" and "Second Method"
will apply for the purpose of Section 6(e) of this Agreement.
(e) "Termination Currency" means United States Dollars.
(f) Party A and Party B Payer Tax Representations. For the purpose of
Section 3(e), each of Party A and Party B makes the following
representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax
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from any payment (other than interest under Section 2(e), 6(d)(ii) or
6(e)) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f); (ii)
the satisfaction of the agreement of the other party contained in
Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii); and (iii) the satisfaction of the agreement of the other
party contained in Section 4(d), provided that it shall not be a breach
of this representation where reliance is placed on clause (ii) and the
other party does not deliver a form or document under Section 4(a)(iii)
by reason of material prejudice to its legal or commercial position.
(g) Payee Tax Representations
(i) For the purpose of Section 3(f), Party A makes the following
representation:
It is a corporation duly organized and incorporated under the laws
of the State of Delaware and is not a foreign corporation for
United States tax purposes.
(ii) For the purpose of Section 3(f), Party B makes the following
representation:
It is a trust duly formed under the laws of the State of New York
and is not a foreign corporation for United States tax purposes.
(h) Governing Law; Jurisdiction. This Agreement, each Credit Support
Document and each Confirmation will be governed by and construed in
accordance with the laws of the State of New York, without reference to
choice of law doctrine. Section 13(b) is amended by: (1) deleting "non-"
from the second line of clause (i); and (2) deleting the final
paragraph.
(i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect
of any Proceedings relating to this Agreement or any Credit Support
Document.
(j) "Affiliate" has the meaning specified in Section 14, but excludes Xxxxxx
Xxxxxxx Derivative Products Inc.
(k) Additional Representations. Section 3 is hereby amended by adding at the
end thereof the following Subparagraphs:
(i) It is an "eligible contract participant" within the meaning of
Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
amended by the Commodity Futures Modernization Act of 2000.
(ii) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of
its business.
(iii) It is entering into this Agreement, any Credit Support Document to
which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and
not as agent or in any other capacity, fiduciary or otherwise).
(iv) ERISA Representation. It continuously represents that it is not
(i) an employee benefit plan (hereinafter an "ERISA Plan"), as
defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), subject to Title I of ERISA or
a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended, or subject to any other statute, regulation,
procedure or restriction that is materially similar to Section 406
of ERISA or Section 4975 of the Code (together with ERISA Plans,
"Plans"), (ii) a person acting on behalf of a Plan or (iii) a
person any of the assets of whom constitute assets of a Plan,
unless its entry into and 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
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that it is aware that it is in breach of any aspect of this
representation or is aware that with the passing of time, giving
of notice or expiry of any applicable grace period it will breach
this representation.
(l) Relationship Between Parties. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. In the case of Party A, it is acting for its own
account, and in the case of Party B, it is acting as Trustee.
Party A has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from
such advisers as it has deemed necessary and, with respect to
Party B, as directed under the PSA. It is not relying on any
communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to
the expected results of that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. Party A and Party B are not acting as a
fiduciary for or an adviser to each other in respect of that
Transaction.
(iv) Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and
delivered by Xxxxx Fargo Bank, National Association, not in its
individual capacity but solely as Securities Administrator on
behalf of the Trustee under the PSA in the exercise of the powers
and authority conferred to and vested in it thereunder, (ii) each
of the representations, undertakings and agreements herein made on
behalf of the trust created under the PSA is made and intended not
as personal representation, undertaking or agreement of the
Securities Administrator, but is made and intended for the purpose
of binding only such trust and (iii) under no circumstances shall
Xxxxx Fargo Bank, National Association in its individual capacity
be personally liable for the payment of any indebtedness or
expenses or be personally liable for the breach or failure of any
obligation, representation, warranty or covenant made or
undertaken under this Confirmation.
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(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 2006-3AR
Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000
(n) Set-Off. Notwithstanding any provision of this Agreement or any
other existing or future agreement, each party irrevocably waives
any and all rights it may have to set off, net, recoup or
otherwise withhold or suspend or condition payment or performance
of any obligation between it and the other party hereunder against
any obligation between it and the other party under any other
agreements. The provisions for Set-Off set fort in Section 6(e) of
the Agreement shall not apply for purposes of this Transaction.
(o) Notices. Section 12(a) is amended by adding in the third line
thereof after the phrase "messaging system" and before the ")" the
words, "; provided, however, any such notice or other
communication may be given by facsimile transmission if telex is
unavailable, no telex number is supplied to the party providing
notice, or if answer back confirmation is not received from the
party to whom the telex is sent."
(p) Obligations. Section 2 is amended by adding the following to the
end thereof:
"(f) Party B shall deliver or cause to be delivered to Party A IRS
Form W-9 (or successor thereto) as soon as is practicable after
the Effective Date."
(q) Covenant to Provide Additional Hedge Counterparty Information. If
requested by the Depositor for the purpose of compliance with Item
1115(b) of Regulation AB with respect to any Transaction under
this Agreement, Party A shall upon five days written notice either
(A) (a) provide the financial data required by Item 1115(b)(1) or
(b)(2) of Regulation AB (as specified by the Depositor to Party A)
with respect to Party A (or any entity that guarantees Party A)
and any affiliated entities providing derivative instruments to
Party B (the "Company Financial Information"), in a form
appropriate for use in the Prospectus Supplement and in an
XXXXX-compatible form; (b) if applicable, cause its accountants to
issue their consent to filing or incorporation by reference of
such financial statements in the Exchange Act Reports of Party B
and (c) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information as
required under Item 1115(b) of Regulation AB to the Depositor in
an XXXXX-compatible form and if applicable, cause its accountants
to issue their consent to filing or incorporation by reference of
such financial statements in the Exchange Act Reports of Party A
or (B) assign this Agreement as provided below.
It shall be an Additional Termination Event, with Party A the sole
Affected Party, if Party A has failed to deliver any Company
Financial Information when and as required under this Part 4(q)
hereof, which continues unremedied for the lesser of ten calendar
days after the date on which such information, report,
certification or accountants' consent was required to be delivered
or such period in which the applicable
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Exchange Act Report for which such information is required can be
timely filed (without taking into account any extensions permitted
to be filed), and Party A has not, at its own cost, within the
period in which the applicable Exchange Act Report for which such
information is required can be timely filed caused another entity
(which meets any ratings related requirement of the applicable
rating agencies at such time) to replace Party A as party to this
Agreement that (i) has agreed to deliver any information, report,
certification or accountants' consent when and as required under
this Part 4(q) hereof, (ii) satisfies the requirements of each
Rating Agency and (iv) is approved by the Depositor (which
approval shall not be unreasonably withheld).
As used in this Agreement the following words shall have the
following meanings:
"Depositor" shall mean Xxxxxx Xxxxxxx Capital I Inc.
"XXXXX" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder
"Exchange Act Reports" shall mean all Distribution Reports on Form
10-D, Current Reports on Form 8-K and Annual Reports on Form 10-K
that are to be filed with respect to Party B pursuant to the
Exchange Act.
"Prospectus Supplement" shall mean the prospectus supplement
prepared in connection with the public offering and sale of the
Offered Certificates.
"Rating Agency" shall mean each of Standard & Poor's, a division
of The XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors Service,
Inc. If any such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized
statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be
given to the Trustee. References herein to a given rating category
of a Rating Agency shall mean such rating category without giving
effect to any modifiers.
"Regulation AB" shall mean the Asset Backed Securities Regulation
AB, 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70
Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff
from time to time.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us.
Best Regards,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual capacity
but solely as Securities Administrator
on behalf of XXXXXX XXXXXXX
MORTGAGE LOAN TRUST 2006-3AR
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
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Schedule A
Class 1-A-1, Class 1-A-2 and Class 1-A-3
Interest Rate Cap Schedule
Floating Rate Notional
Payer Amount Strike Ceiling
Period End Date ($) Multiplier Rate (%) Rate (%)
------------------------- ---------- ---------- -------- --------
April 25, 2006........... 3,602,313.13 100.00 5.770 11.230
May 25, 2006............. 3,527,139.02 100.00 5.821 11.230
June 25, 2006............ 3,452,295.98 100.00 5.841 11.230
July 25, 2006............ 3,377,777.50 100.00 5.929 11.230
August 25, 2006.......... 3,303,579.98 100.00 5.965 11.230
September 25, 2006....... 3,229,713.16 100.00 5.986 11.230
October 25, 2006......... 3,156,178.20 100.00 5.988 11.230
November 25, 2006........ 3,082,981.16 100.00 5.992 11.230
December 25, 2006........ 3,010,139.34 100.00 6.194 11.230
January 25, 2007......... 2,938,281.99 100.00 6.234 11.230
February 25, 2007........ 2,867,992.80 100.00 6.240 11.230
March 25, 2007........... 2,799,275.51 100.00 6.239 11.230
April 25, 2007........... 2,732,093.38 100.00 6.241 11.230
May 25, 2007............. 2,666,411.92 100.00 6.246 11.230
June 25, 2007............ 2,602,195.48 100.00 6.245 11.230
July 25, 2007............ 2,539,412.93 100.00 6.285 11.230
August 25, 2007.......... 2,478,032.00 100.00 6.291 11.230
September 25, 2007....... 2,418,022.10 100.00 6.297 11.230
October 25, 2007......... 2,359,353.73 100.00 6.297 11.230
November 25, 2007........ 2,301,994.39 100.00 6.322 11.230
December 25, 2007........ 2,245,915.39 100.00 6.518 11.230
January 25, 2008......... 2,191,155.82 100.00 6.564 11.230
February 25, 2008........ 2,137,615.45 100.00 6.592 11.230
March 25, 2008........... 2,085,268.27 100.00 6.594 11.230
April 25, 2008........... 2,034,086.81 100.00 6.593 11.230
May 25, 2008............. 1,984,043.73 100.00 6.599 11.230
June 25, 2008............ 1,935,113.72 100.00 6.602 11.230
July 25, 2008............ 1,887,271.79 100.00 6.646 11.230
August 25, 2008.......... 1,840,494.35 100.00 6.673 11.230
September 25, 2008....... 1,794,758.00 100.00 6.690 11.230
October 25, 2008......... 1,750,039.87 100.00 6.690 11.230
November 25, 2008........ 1,706,316.18 100.00 6.877 11.230
December 25, 2008........ 1,663,550.73 100.00 7.084 11.230
January 25, 2009......... 1,624,406.22 100.00 7.185 11.230
February 25, 2009........ 1,586,158.81 100.00 7.224 11.230
March 25, 2009........... 1,548,788.69 100.00 6.669 11.230
April 25, 2009........... 1,514,821.90 100.00 6.657 11.230
May 25, 2009............. 1,481,607.23 100.00 6.653 11.230
June 25, 2009............ 1,449,128.09 100.00 6.645 11.230
July 25, 2009............ 1,417,368.10 100.00 6.644 11.230
August 25, 2009.......... 1,386,311.21 100.00 6.639 11.230
September 25, 2009....... 1,355,941.47 100.00 6.627 11.230
October 25, 2009......... 1,326,243.33 100.00 6.618 11.230
November 25, 2009........ 1,297,202.08 100.00 6.609 11.230
December 25, 2009........ 1,268,802.76 100.00 6.595 11.230
January 25, 2010......... 1,241,031.37 100.00 6.596 11.230
February 25, 2010........ 1,213,873.80 100.00 6.592 11.230
March 25, 2010........... 1,187,316.25 100.00 6.583 11.230
April 25, 2010........... 1,161,345.20 100.00 6.575 11.230
May 25, 2010............. 1,135,947.65 100.00 6.566 11.230
June 25, 2010............ 1,111,110.80 100.00 6.559 11.230
July 25, 2010............ 1,086,822.16 100.00 6.549 11.230
August 25, 2010.......... 1,063,069.47 100.00 6.537 11.230
September 25, 2010....... 1,039,840.10 100.00 6.534 11.230
October 25, 2010......... 1,017,122.44 100.00 6.522 11.230
November 25, 2010........ 994,905.84 100.00 6.815 11.230
December 25, 2010........ 973,177.70 100.00 6.907 11.230
January 25, 2011......... 951,937.03 100.00 8.908 11.230
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Floating Rate Notional
Payer Amount Strike Ceiling
Period End Date ($) Multiplier Rate (%) Rate (%)
------------------------- ---------- ---------- -------- --------
February 25, 2011........ 931,155.20 100.00 9.017 11.230
March 25, 2011........... 910,828.31 100.00 9.042 11.230
April 25, 2011........... 890,949.08 100.00 9.036 11.230
May 25, 2011............. 871,507.48 100.00 9.029 11.230
June 25, 2011............ 852,493.76 100.00 9.023 11.230
July 25, 2011............ 833,898.44 100.00 9.016 11.230
August 25, 2011.......... 815,712.21 100.00 9.009 11.230
September 25, 2011....... 797,925.99 100.00 9.002 11.230
October 25, 2011......... 780,530.88 100.00 8.996 11.230
November 25, 2011........ 763,518.20 100.00 8.989 11.230
December 25, 2011........ 746,879.47 100.00 8.982 11.230
January 25, 2012......... 730,606.42 100.00 8.976 11.230
February 25, 2012........ 714,690.89 100.00 8.969 11.230
March 25, 2012........... 699,124.98 100.00 8.962 11.230
April 25, 2012........... 683,900.92 100.00 8.955 11.230
May 25, 2012............. 669,011.13 100.00 8.949 11.230
June 25, 2012............ 654,448.20 100.00 8.942 11.230
July 25, 2012............ 640,204.90 100.00 8.935 11.230
August 25, 2012.......... 626,274.14 100.00 8.928 11.230
September 25, 2012....... 612,648.99 100.00 8.922 11.230
October 25, 2012......... 599,322.69 100.00 8.915 11.230
November 25, 2012........ 586,288.62 100.00 8.908 11.230
December 25, 2012........ 573,540.31 100.00 8.901 11.230
January 25, 2013......... 561,071.44 100.00 8.894 11.230
February 25, 2013........ 548,875.83 100.00 8.887 11.230
March 25, 2013........... 536,947.42 100.00 8.881 11.230
April 25, 2013........... 525,280.31 100.00 8.874 11.230
May 25, 2013............. 513,868.73 100.00 8.867 11.230
June 25, 2013............ 502,707.01 100.00 8.860 11.230
July 25, 2013............ 491,789.65 100.00 8.853 11.230
August 25, 2013.......... 481,111.24 100.00 8.846 11.230
September 25, 2013....... 470,666.50 100.00 8.840 11.230
October 25, 2013......... 460,450.27 100.00 8.833 11.230
November 25, 2013........ 450,457.50 100.00 8.826 11.230
December 25, 2013........ 440,683.26 100.00 8.819 11.230
January 25, 2014......... 431,122.73 100.00 8.812 11.230
February 25, 2014........ 421,771.19 100.00 8.805 11.230
March 25, 2014........... 412,624.02 100.00 8.798 11.230
April 25, 2014........... 403,676.73 100.00 8.792 11.230
May 25, 2014............. 394,924.90 100.00 8.785 11.230
June 25, 2014............ 386,364.23 100.00 8.778 11.230
July 25, 2014............ 377,990.49 100.00 8.771 11.230
August 25, 2014.......... 369,799.57 100.00 8.764 11.230
September 25, 2014....... 361,787.45 100.00 8.757 11.230
October 25, 2014......... 353,950.18 100.00 8.750 11.230
November 25, 2014........ 346,283.90 100.00 8.743 11.230
December 25, 2014
and thereafter......... 0.00 100.00 N/A N/A
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Date: February 28, 2006
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2006-3AR From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn: Xxxxx Fargo Bank, National Association Contact: Xxxxxx Xxxxx
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, MSM 0000-0XX
Fax: (000) 000-0000 Fax: (000) 000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
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Re: Cap Ref. No. KQBCU, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and Class 1-M-9.
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 2006-3AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of February 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 2006-3AR
Trade Date: February 23, 2006
Notional Amount: See Schedule A attached hereto
Effective Date: Xxxxx 00, 0000
Xxxxxxxxxxx Date: November 25, 2014
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Fixed Amounts:
-------------
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Date: February 27, 2006
Fixed Amount: USD $100,000 (Party A hereby acknowledges receipt of payment in
full of this amount)
Floating Amounts:
----------------
Floating Amount: The product of (a) the Floating Rate, (b) the Floating Rate Day
Count Fraction, (c) the "Notional Amount" (as set forth in
Schedule A hereto for the related Floating Rate Payer Payment
Date) and (d) the "Multiplier" (as set forth in Schedule A
hereto for the related Floating Rate Payer Period End Date).
Floating Rate Payer: Party A
Strike Rate: For the Calculation Period related to a Floating Rate Payer
Payment Date, the "Strike Rate" (as set forth in Schedule A
hereto for such Floating Rate Payer Period End Date).
Floating Rate Payer Payment Dates: Early Payment -- For each Calculation Period, the first
Business Day prior to each Floating Rate Payer Period End Date.
Floating Rate Payer Period End Date(s): The 25th of each month in each year from (and including) April
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
April 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
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Calculation Agent: Party A; provided, however, that if an Event of Default occurs
with respect to Party A, then Party B shall be entitled to
appoint a financial institution which would qualify as a
Reference Market-maker to act as Calculation Agent.
3. Account Details:
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Xxxxxx Xxxxxxx Capital Services Inc.
Account No. 0000 0000
Operations Contact: Xxxx Xxxxxx
Tel 000 000-0000
Fax 000 000-0000
Payments to Party B: Xxxxx Fargo Bank, National Association
ABA No. 000-000-000
Account Name: Corporate Trust Clearing
Account No. 0000000000 for further credit to 50896101,
MSM 2006-3AR
Ref: MSM 2006-3AR, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class
1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 1-M-8 and
Class 1-M-9.
4. Modifications to the Agreement:
The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:
(a) "Cross Default" applies to Party A but not to Party B.
(b) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Agreement if Party B has satisfied in full all of its payment
obligations under Section 2(a)(i) of the Agreement, then unless Party A
is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of such
payment, (a) the occurrence of an event described in Section 5(a) of the
Agreement with respect to Party B shall not constitute an Event of
Default or Potential Event of Default with respect to Party B as the
Defaulting Party and (b) Party A shall be entitled to designate an Early
Termination Event pursuant to Section 6 of the Agreement only as a
result of a Termination Event set forth in either Section 5(b)(i) or
Section 5(b)(ii) of the Agreement with respect to Party A as the
Affected Party or Section 5(b)(iii) of the Agreement with respect to
Party A as the Burdened Party. For purposes of the Transaction to which
this Confirmation relates, Party B's only obligation under Section
2(a)(i) of the Agreement is to pay the Fixed Amount on the Fixed Rate
Payer Payment Date.
(c) "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
the equivalent in another currency, currency unit or combination
thereof).
(d) Payments on Early Termination. "Market Quotation" and "Second Method"
will apply for the purpose of Section 6(e) of this Agreement.
(e) "Termination Currency" means United States Dollars.
(f) Party A and Party B Payer Tax Representations. For the purpose of
Section 3(e), each of Party A and Party B makes the following
representation:
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It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e)) to be made by it to the other party under this
Agreement. In making this representation, it may rely on (i) the
accuracy of any representation made by the other party pursuant to
Section 3(f); (ii) the satisfaction of the agreement of the other party
contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d), provided that it
shall not be a breach of this representation where reliance is placed on
clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position.
(g) Payee Tax Representations
(i) For the purpose of Section 3(f), Party A makes the following
representation:
It is a corporation duly organized and incorporated under the laws
of the State of Delaware and is not a foreign corporation for
United States tax purposes.
(ii) For the purpose of Section 3(f), Party B makes the following
representation:
It is a trust duly formed under the laws of the State of New York
and is not a foreign corporation for United States tax purposes.
(h) Governing Law; Jurisdiction. This Agreement, each Credit Support
Document and each Confirmation will be governed by and construed in
accordance with the laws of the State of New York, without reference to
choice of law doctrine. Section 13(b) is amended by: (1) deleting "non-"
from the second line of clause (i); and (2) deleting the final
paragraph.
(i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect
of any Proceedings relating to this Agreement or any Credit Support
Document.
(j) "Affiliate" has the meaning specified in Section 14, but excludes Xxxxxx
Xxxxxxx Derivative Products Inc.
(k) Additional Representations. Section 3 is hereby amended by adding at the
end thereof the following Subparagraphs:
(i) It is an "eligible contract participant" within the meaning of
Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
amended by the Commodity Futures Modernization Act of 2000.
(ii) It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of
its business.
(iii) It is entering into this Agreement, any Credit Support Document to
which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and
not as agent or in any other capacity, fiduciary or otherwise).
(iv) ERISA Representation. It continuously represents that it is not
(i) an employee benefit plan (hereinafter an "ERISA Plan"), as
defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), subject to Title I of ERISA or
a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended, or subject to any other statute, regulation,
procedure or restriction that is materially similar to Section 406
of ERISA or Section 4975 of the Code (together with ERISA Plans,
"Plans"), (ii) a person acting on behalf of a Plan or (iii) a
person any of the assets of whom constitute assets of a Plan,
unless its entry into and
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performance under this agreement satisfy the requirements for
exemptive relief under Prohibited Transactions Exemption 90-24, as
amended. It will provide notice to the other party in the event
that it is aware that it is in breach of any aspect of this
representation or is aware that with the passing of time, giving
of notice or expiry of any applicable grace period it will breach
this representation.
(l) Relationship Between Parties. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. In the case of Party A, it is acting for its own
account, and in the case of Party B, it is acting as Trustee.
Party A has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from
such advisers as it has deemed necessary and, with respect to
Party B, as directed under the PSA. It is not relying on any
communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to
the expected results of that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties. Party A and Party B are not acting as a
fiduciary for or an adviser to each other in respect of that
Transaction.
(iv) Fiduciary Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and
delivered by Xxxxx Fargo Bank, National Association, not in its
individual capacity but solely as Securities Administrator on
behalf of the Trustee under the PSA in the exercise of the powers
and authority conferred to and vested in it thereunder, (ii) each
of the representations, undertakings and agreements herein made on
behalf of the trust created under the PSA is made and intended not
as personal representation, undertaking or agreement of the
Securities Administrator, but is made and intended for the purpose
of binding only such trust and (iii) under no circumstances shall
Xxxxx Fargo Bank, National Association in its individual capacity
be personally liable for the payment of any indebtedness or
expenses or be personally liable for the breach or failure of any
obligation, representation, warranty or covenant made or
undertaken under this Confirmation.
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(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 2006-3AR
Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000
(n) Set-Off. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all
rights it may have to set off, net, recoup or otherwise withhold or
suspend or condition payment or performance of any obligation between it
and the other party hereunder against any obligation between it and the
other party under any other agreements. The provisions for Set-Off set
fort in Section 6(e) of the Agreement shall not apply for purposes of
this Transaction.
(o) Notices. Section 12(a) is amended by adding in the third line thereof
after the phrase "messaging system" and before the ")" the words, ";
provided, however, any such notice or other communication may be given
by facsimile transmission if telex is unavailable, no telex number is
supplied to the party providing notice, or if answer back confirmation
is not received from the party to whom the telex is sent."
(p) Obligations. Section 2 is amended by adding the following to the end
thereof:
"(f) Party B shall deliver or cause to be delivered to Party A IRS Form
W-9 (or successor thereto) as soon as is practicable after the Effective
Date."
(q) Covenant to Provide Additional Hedge Counterparty Information. If
requested by the Depositor for the purpose of compliance with Item
1115(b) of Regulation AB with respect to any Transaction under this
Agreement, Party A shall upon five days written notice either (A) (a)
provide the financial data required by Item 1115(b)(1) or (b)(2) of
Regulation AB (as specified by the Depositor to Party A) with respect to
Party A (or any entity that guarantees Party A) and any affiliated
entities providing derivative instruments to Party B (the "Company
Financial Information"), in a form appropriate for use in the Prospectus
Supplement and in an XXXXX-compatible form; (b) if applicable, cause its
accountants to issue their consent to filing or incorporation by
reference of such financial statements in the Exchange Act Reports of
Party B and (c) within 5 Business Days of the release of any updated
financial data, provide current Company Financial Information as
required under Item 1115(b) of Regulation AB to the Depositor in an
XXXXX-compatible form and if applicable, cause its accountants to issue
their consent to filing or incorporation by reference of such financial
statements in the Exchange Act Reports of Party A or (B) assign this
Agreement as provided below.
It shall be an Additional Termination Event, with Party A the sole
Affected Party, if Party A has failed to deliver any Company Financial
Information when and as required under this Part 4(q) hereof, which
continues unremedied for the lesser of ten calendar days after the date
on which such information, report, certification or accountants' consent
was required to be delivered or such period in which the applicable
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Exchange Act Report for which such information is required can be timely
filed (without taking into account any extensions permitted to be
filed), and Party A has not, at its own cost, within the period in which
the applicable Exchange Act Report for which such information is
required can be timely filed caused another entity (which meets any
ratings related requirement of the applicable rating agencies at such
time) to replace Party A as party to this Agreement that (i) has agreed
to deliver any information, report, certification or accountants'
consent when and as required under this Part 4(q) hereof, (ii) satisfies
the requirements of each Rating Agency and (iv) is approved by the
Depositor (which approval shall not be unreasonably withheld).
As used in this Agreement the following words shall have the following
meanings:
"Depositor" shall mean Xxxxxx Xxxxxxx Capital I Inc.
"XXXXX" shall mean the Commission's Electronic Data Gathering, Analysis
and Retrieval system.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder
"Exchange Act Reports" shall mean all Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to
be filed with respect to Party B pursuant to the Exchange Act.
"Prospectus Supplement" shall mean the prospectus supplement prepared in
connection with the public offering and sale of the Offered
Certificates.
"Rating Agency" shall mean each of Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors Service, Inc. If any
such organization or a successor is no longer in existence, "Rating
Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee.
References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
"Regulation AB" shall mean the Asset Backed Securities Regulation AB, 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us.
Best Regards,
XXXXXX XXXXXXX CAPITAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
acting not in its individual capacity
but solely as Securities Administrator
on behalf of XXXXXX XXXXXXX
MORTGAGE LOAN TRUST 2006-3AR
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant VP
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Schedule A
Junior LIBOR Certificates
Interest Rate Cap Schedule
Floating Rate Notional
Payer Amount Strike Ceiling
Period End Date ($) Multiplier Rate (%) Rate (%)
------------------------- ---------- ---------- -------- --------
April 25, 2006........... 190,214.93 100.00 5.330 10.790
May 25, 2006............. 190,159.60 100.00 5.381 10.790
June 25, 2006............ 190,104.03 100.00 5.401 10.790
July 25, 2006............ 190,048.22 100.00 5.489 10.790
August 25, 2006.......... 189,992.08 100.00 5.525 10.790
September 25, 2006....... 189,936.09 100.00 5.546 10.790
October 25, 2006......... 189,880.08 100.00 5.548 10.790
November 25, 2006........ 189,823.82 100.00 5.552 10.790
December 25, 2006........ 189,767.43 100.00 5.754 10.790
January 25, 2007......... 189,717.87 100.00 5.794 10.790
February 25, 2007........ 189,668.03 100.00 5.800 10.790
March 25, 2007........... 189,617.99 100.00 5.799 10.790
April 25, 2007........... 189,567.65 100.00 5.801 10.790
May 25, 2007............. 189,517.03 100.00 5.806 10.790
June 25, 2007............ 189,465.99 100.00 5.805 10.790
July 25, 2007............ 189,414.64 100.00 5.845 10.790
August 25, 2007.......... 189,363.01 100.00 5.851 10.790
September 25, 2007....... 189,311.14 100.00 5.857 10.790
October 25, 2007......... 189,259.16 100.00 5.857 10.790
November 25, 2007........ 189,206.88 100.00 5.882 10.790
December 25, 2007........ 189,154.37 100.00 6.078 10.790
January 25, 2008......... 189,107.48 100.00 6.124 10.790
February 25, 2008........ 189,060.30 100.00 6.152 10.790
March 25, 2008........... 189,012.92 100.00 6.154 10.790
April 25, 2008........... 188,965.30 100.00 6.153 10.790
May 25, 2008............. 188,917.33 100.00 6.159 10.790
June 25, 2008............ 188,869.01 100.00 6.162 10.790
July 25, 2008............ 188,820.34 100.00 6.206 10.790
August 25, 2008.......... 188,771.40 100.00 6.233 10.790
September 25, 2008....... 188,722.23 100.00 6.250 10.790
October 25, 2008......... 188,672.90 100.00 6.250 10.790
November 25, 2008........ 188,623.29 100.00 6.437 10.790
December 25, 2008........ 188,571.82 100.00 6.644 10.790
January 25, 2009......... 186,478.71 100.00 6.745 10.790
February 25, 2009........ 184,409.14 100.00 6.784 10.790
March 25, 2009........... 182,362.91 100.00 6.783 10.790
April 25, 2009........... 178,363.47 100.00 6.781 10.790
May 25, 2009............. 174,452.59 100.00 6.785 10.790
June 25, 2009............ 170,628.32 100.00 6.785 10.790
July 25, 2009............ 166,888.73 100.00 6.787 10.790
August 25, 2009.......... 163,231.92 100.00 6.788 10.790
September 25, 2009....... 159,656.01 100.00 6.786 10.790
October 25, 2009......... 156,159.19 100.00 6.784 10.790
November 25, 2009........ 152,739.72 100.00 6.781 10.790
December 25, 2009........ 149,395.82 100.00 6.781 10.790
January 25, 2010......... 146,125.87 100.00 6.785 10.790
February 25, 2010........ 142,928.19 100.00 6.787 10.790
March 25, 2010........... 139,801.15 100.00 6.784 10.790
April 25, 2010........... 136,743.18 100.00 6.781 10.790
May 25, 2010............. 133,752.73 100.00 6.779 10.790
June 25, 2010............ 130,828.30 100.00 6.777 10.790
July 25, 2010............ 127,968.43 100.00 6.775 10.790
August 25, 2010.......... 125,171.65 100.00 6.772 10.790
September 25, 2010....... 122,436.50 100.00 6.775 10.790
October 25, 2010......... 119,761.60 100.00 6.774 10.790
November 25, 2010........ 117,145.69 100.00 6.995 10.790
December 25, 2010........ 114,587.30 100.00 7.080 10.790
January 25, 2011......... 112,086.31 100.00 8.468 10.790
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Floating Rate Notional
Payer Amount Strike Ceiling
Period End Date ($) Multiplier Rate (%) Rate (%)
------------------------- ---------- ---------- -------- --------
February 25, 2011........ 109,639.34 100.00 8.577 10.790
March 25, 2011........... 107,245.94 100.00 8.602 10.790
April 25, 2011........... 104,905.25 100.00 8.596 10.790
May 25, 2011............. 102,616.09 100.00 8.589 10.790
June 25, 2011............ 100,377.31 100.00 8.583 10.790
July 25, 2011............ 98,187.79 100.00 8.576 10.790
August 25, 2011.......... 96,046.45 100.00 8.569 10.790
September 25, 2011....... 93,952.20 100.00 8.562 10.790
October 25, 2011......... 91,904.00 100.00 8.556 10.790
November 25, 2011........ 89,900.84 100.00 8.549 10.790
December 25, 2011........ 87,941.70 100.00 8.542 10.790
January 25, 2012......... 86,025.62 100.00 8.536 10.790
February 25, 2012........ 84,151.64 100.00 8.529 10.790
March 25, 2012........... 82,318.82 100.00 8.522 10.790
April 25, 2012........... 80,526.26 100.00 8.515 10.790
May 25, 2012............. 78,773.05 100.00 8.509 10.790
June 25, 2012............ 77,058.34 100.00 8.502 10.790
July 25, 2012............ 75,381.25 100.00 8.495 10.790
August 25, 2012.......... 73,740.97 100.00 8.488 10.790
September 25, 2012....... 72,136.67 100.00 8.482 10.790
October 25, 2012......... 70,567.55 100.00 8.475 10.790
November 25, 2012........ 69,032.85 100.00 8.468 10.790
December 25, 2012........ 67,531.79 100.00 8.461 10.790
January 25, 2013......... 66,063.64 100.00 8.454 10.790
February 25, 2013........ 64,627.66 100.00 8.447 10.790
March 25, 2013........... 63,223.15 100.00 8.441 10.790
April 25, 2013........... 61,849.40 100.00 8.434 10.790
May 25, 2013............. 60,505.73 100.00 8.427 10.790
June 25, 2013............ 59,191.49 100.00 8.420 10.790
July 25, 2013............ 57,906.02 100.00 8.413 10.790
August 25, 2013.......... 56,648.69 100.00 8.406 10.790
September 25, 2013....... 55,418.87 100.00 8.400 10.790
October 25, 2013......... 54,215.95 100.00 8.393 10.790
November 25, 2013........ 53,039.35 100.00 8.386 10.790
December 25, 2013........ 51,888.47 100.00 8.379 10.790
January 25, 2014......... 50,762.76 100.00 8.372 10.790
February 25, 2014........ 49,661.66 100.00 8.365 10.790
March 25, 2014........... 48,584.62 100.00 8.358 10.790
April 25, 2014........... 47,531.12 100.00 8.352 10.790
May 25, 2014............. 46,500.63 100.00 8.345 10.790
June 25, 2014............ 45,492.65 100.00 8.338 10.790
July 25, 2014............ 44,506.68 100.00 8.331 10.790
August 25, 2014.......... 43,542.24 100.00 8.324 10.790
September 25, 2014....... 42,598.85 100.00 8.317 10.790
October 25, 2014......... 41,676.04 100.00 8.310 10.790
November 25, 2014........ 40,773.37 100.00 8.303 10.790
December 25, 2014
and thereafter......... 0.00 100.00 N/A N/A
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