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DEUTSCHE BANK [LOGO OMITTED]
Deutsche Bank AG New York
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimilie: ▇▇▇-▇▇▇-▇▇▇▇
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CONFIRMATION-SWAP AGREEMENT II
Date: March 9, 2007
To: LaSalle Bank National Association, not in its
individual capacity but solely in its capacity as
Supplemental Interest Trust Trustee for the benefit
of the RAMP Series 2007-RS1 Supplemental Interest
Trust
▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Global Securities and Trust Services - RAMP 2007-RS1
Telephone no.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile no.: (▇▇▇) ▇▇▇-▇▇▇▇
Cc: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile no: ▇▇▇-▇▇▇-▇▇▇▇
Our Reference: Global No. N569117N
Re: Interest Rate Swap Transaction
Ladies and Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between Deutsche Bank AG, New York Branch ("DBAG")
and RAMP Series 2007-RS1 Supplemental Interest Trust, acting through LaSalle
Bank National Association, not in its individual capacity, but solely as
Supplemental Interest Trust Trustee for the benefit of RAMP Series 2007-RS1
Supplemental Interest Trust ("Counterparty") on the Trade Date specified below
(the "Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions") as published by the International Swaps and Derivatives
Association, Inc. are incorporated by reference herein. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. For purposes of this Transaction, any capitalized and undefined
terms contained herein (other than the capitalized terms the definitions of
which are contained in the Definitions) shall have the meanings ascribed to them
in the Pooling and Servicing Agreement dated as of February 1, 2007 (the
"Pooling and Servicing Agreement") relating to the RAMP Series 2007-RS1 Trust
Mortgage Asset-Backed Pass-Through Certificates, Series 2007-RS1, which is
hereby incorporated by reference into this Confirmation.
1. This Confirmation evidences a complete and binding agreement between DBAG
("Party A") and Counterparty ("Party B") as to the terms of the
Transaction to which this Confirmation relates. This Confirmation,
together with all other documents referring to the ISDA Form, as defined
below,
Chairman of the Supervisory Board: Clemens Borsig
Management Board: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Chairman), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ von
Heydebreck, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
confirming the Transaction entered into between us shall supplement, form
a part of, and be subject to an agreement in the form of the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) (the "ISDA Form") (as may be
amended, modified or supplemented from time to time, the "Agreement") as
if we had executed an agreement on the Trade Date of the first such
Transaction between us in such form, with the Schedule thereto specifying
only that (a) the governing law is the laws of the State of New York,
without reference to choice of law doctrine, and (b) the Termination
Currency is U.S. Dollars. In the event of any inconsistency between the
terms of this Confirmation, and the terms of the Agreement, 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:-
Notional Amount: With respect to any Calculation Period,
as set forth in Exhibit I, which is
attached hereto and incorporated by
reference into this Confirmation
Trade Date: February 7, 2007
Effective Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Date: February 25, 2012
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Period End Dates: The 25th day of each month of each
year, commencing March 25, 2007,
through and including the Termination
Date, subject to no adjustment in
accordance with the Following Business
Day Convention.
Fixed Rate Payer
Payment Dates: One Business Day prior to each Fixed
Rate Payer Period End Date, subject to
adjustment in accordance with the
Following Business Day Convention.
Fixed Rate: 5.17%
Fixed Rate Day
Count Fraction: 30/360
Floating Amounts:
Floating Rate Payer: DBAG
Floating Rate Payer
Period End Dates: The 25th day of each month of each
year, commencing March 25, 2007,
through and including the Termination
Date, subject to adjustment in
accordance with the Following Business
Day Convention.
2
Floating Rate Payer
Payment Dates: One Business Day prior to each Floating
Rate Payer Period End Date, subject to
adjustment in accordance with the
Following Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Floating Rate for initial
Calculation Period: To be determined
Reset Dates: The first Business Day in each
Calculation Period.
Compounding: Inapplicable
Business Days: New York
3
3. ACCOUNT DETAILS:
USD DBAG Payment Instructions:
Account With: DB Trust Co. Americas, New York
SWIFT Code ▇▇▇▇▇▇▇▇ / ABA ▇▇▇▇▇▇▇▇▇
Favor Of: Deutsche Bank AG, New York
Account Number: 01 473 969
Reference: N569117N
USD Counterparty Payment
Instructions:
Account With: LaSalle Bank National Association
ABA No: ▇▇▇-▇▇▇-▇▇▇
Account Number: 724550.2
Reference: RAMP Series 2007-RS1 N569117N
OBI: Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇ 2-1102
4. OFFICES:
The Office for DBAG for this Transaction is New York.
The Office of Counterparty for this Transaction is Chicago.
5. CALCULATION AGENT: DBAG
6. REPRESENTATIONS.
Each party will be deemed to represent to the other party on the date on which
it enters into this Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for this
Transaction):-
(i) NON-RELIANCE. It is acting for its own account, and it has made its own
independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice or as a
recommendation to enter into this Transaction; it being understood that
information and explanations related to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this 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 this Transaction. Notwithstanding the foregoing, the parties
agree that LaSalle Bank National Association has executed this letter agreement
pursuant to the direction received by it pursuant to the Pooling and Servicing
Agreement.
(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 this
Transaction. It is also capable of assuming, and assumes, the risks of this
Transaction. Notwithstanding the foregoing, the parties agree that the LaSalle
Bank National Association has executed this letter agreement pursuant to the
direction received by it pursuant to the Pooling and Servicing Agreement.
(iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for, or an
adviser to it in respect of this Transaction
(iv) PARI PASSU: Party A represents that its obligations under this Agreement
rank pari passu with all of its other unsecured, unsubordinated obligations
except those obligations preferred by operation of law.
4
7. ISDA FORM.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Indebtedness" will have the meaning specified in Section
14 of the ISDA Form, provided that Specified Indebtedness shall not include
deposits received in the course of a party's ordinary banking business.
(d) "Specified Transaction" will have the meaning specified in Section
14 of the ISDA Form.
(e) "Threshold Amount" means, with respect to Party A (or its Credit
Support Provider), 3% of shareholders' equity as described in its most recently
published audited financial statement or its equivalent in any currency.
(f) Sections 5(a)(ii), 5(a)(iii), 5(a)(iv); and 5(a)(vi) of the ISDA
Form will not apply to Party B; provided that Section 5(a)(iii) of the ISDA Form
shall apply to Party B to the extent that Party B fails to return a Return
Amount under the Credit Support Annex. With respect to Party A and Party B, the
provisions of Section 5(a)(v) of the ISDA Form will not apply.
(g) Section 5(a)(vi) of the ISDA Form "Cross Default" applies to Party
A, provided, however, that, notwithstanding the foregoing, an Event of Default
shall not occur under either (i) or (ii) above if (A) (I) the default, or other
similar event or condition referred to in (1) or the failure to pay referred to
in (2) is a failure to pay or deliver caused by an error or omission of an
administrative or operational nature, and (II) funds or the asset to be
delivered were available to such party to enable it to make the relevant payment
or delivery when due and (III) such payment or delivery is made within three (3)
Local Business Days following receipt of written notice from an interested party
of such failure to pay, or (B) such party was precluded from paying, or was
unable to pay, using reasonable means, through the office of the party through
which it was acting for purposes of the relevant Specified Indebtedness, by
reason of force majeure, act of State, illegality or impossibility.
(h) Section 5(a)(vii) of the ISDA Form applies to Party A and Party B;
provided that with respect to Party B, clauses (2), (7) and (9) will not be
applicable as an Event of Default to the extent such event relates to nonpayment
of indebtedness other than that of the related class of Notes; clause (4) will
not apply to Party B to the extent that it refers to proceedings or petitions
instituted or presented by Party A or any of its Affiliates; clause(6) will not
apply to Party B to the extent that it refers to (i) any appointment that is
contemplated or effected by the Transaction Documents or (ii) any appointment
that Party B has not become subject to); clause (8) will not apply to Party B to
the extent that it applies to Section 5(a)(vii)(2),(4),(6), and (7) of the ISDA
Form (except to the extent that such provisions are not disapplied with respect
to Party B.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
ISDA Form will not apply to Party A or Party B.
(j) The "Automatic Early Termination" provision of Section 6(a) of the
ISDA Form will not apply to Party A or Party B.
(k) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) of the
ISDA Form will apply, provided that Party A shall not be entitled to designate
an Early Termination Date by reason of a Tax Event upon Merger in respect of
which it is the Affected Party.
5
(l) Section 6(b)(ii) of the ISDA Form will apply; provided that the
words "or if a Tax Event Upon Merger occurs and the Burdened Party is the
Affected Party" shall be deleted.
(m) The ISDA Form will be governed by, and construed in accordance with,
the laws of the State of New York without reference to its conflict of laws
provisions (except for Sections 5-1401 and 5-1402 of the New York General
Obligations Law).
(n) The phrase "Termination Currency" means United States Dollars.
(o) For the purpose of Section 6(e) of the ISDA Form:
(i) Market Quotation will apply and the Second Method will apply;
provided, however, with respect to an early termination in which
Party A is the Defaulting Party or sole Affected Party in respect of
an Additional Termination Event or Tax Event Upon Merger,
notwithstanding Section 6 of the ISDA Form the following amendment
to Agreement set forth in paragraphs (i) to (ix) below shall apply:
For the purposes of Section 6(d)(i) of the ISDA Form, Party B's
obligation with respect to the extent of information to be provided
with its calculations is limited to information Party B has already
received in writing which Party B is able to release without
breaching any contractual obligations or the provisions of any law
applicable to Party B.
The definition of "Market Quotation" shall be deleted in its
entirety and replaced with the following:
"Market Quotation" means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by a Reference
Market-maker that is an Eligible Replacement, (2) for an amount that
would be paid to Party B (expressed as a negative number) or by
Party B (expressed as a positive number) in consideration of an
agreement between Party B and such Reference Market-maker to enter
into a transaction (the "Replacement Transaction") that would have
the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was
absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i)
in respect of such Terminated Transactions or group of Terminated
Transactions that would, but for the occurrence of the relevant
Early Termination Date, have been required after that Date, (3) made
on the basis that Unpaid Amounts in respect of the Terminated
Transaction or group of Transactions are to be excluded but, without
limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination
Date is to be included and (4) made in respect of a Replacement
Transaction with terms substantially the same as those of this
Agreement (save for the exclusion of provisions relating to
Transactions that are not Terminated Transactions)."
6
(ii) The definition of "Settlement Amount" shall be deleted in its
entirety and replaced with the following:
"Settlement Amount" means, with respect to any Early Termination
Date, an amount (as determined by Party B in accordance with the
Pooling and Servicing Agreement) equal to the Termination Currency
Equivalent of the amount (whether positive or negative) of any
Market Quotation for the relevant Terminated Transaction or group of
Terminated Transactions that is accepted by Party B in accordance
with the Pooling and Servicing Agreement so as to become legally
binding, Provided that:
(a) If, on the day falling ten Local Business Days after the
day on which the Early Termination Date is designated or such
later day as Party B in accordance with the Pooling and
Servicing Agreement may specify in writing to Party A (but in
either case no later than the Early Termination Date) (such
day the "Latest Settlement Amount Determination Day"), no
Market Quotation for the relevant Terminated Transaction or
group of Terminated Transactions has been accepted by Party B
in accordance with the Pooling and Servicing Agreement so as
to become legally binding and one or more Market Quotations
have been made and remain capable of becoming legally binding
upon acceptance, the Settlement Amount shall equal the
Termination Currency Equivalent of the amount (whether
positive or negative) of the lowest of such Market Quotations;
and
(b) If, on the Latest Settlement Amount Determination Day, no
Market Quotation for the relevant Terminated Transaction or
group of Terminated Transactions is accepted by Party B in
accordance with the Pooling and Servicing Agreement so as to
become legally binding and no Market Quotations have been made
and remain capable of becoming legally binding upon
acceptance, the Settlement Amount shall equal Party B's Loss
(whether positive or negative and without reference to any
Unpaid amounts) for the relevant Terminated Transaction or
group of Terminated Transactions.
(iii) For the purpose of sub-paragraph (4) of the definition of
Market Quotation, Party B shall determine in its sole discretion in
accordance with the Pooling and Servicing Agreement, acting in a
commercially reasonable manner, whether a Firm Offer is made in
respect of a Replacement Transaction with commercial terms
substantially the same as those of this Agreement (save for the
exclusion of provisions relating to Transactions that are not
Terminated Transactions).
(iv) At any time on or before the Latest Settlement Amount
Determination Day at which two or more Market Quotations remain
capable of becoming legally binding upon acceptance, Party B shall
be entitled to accept only the lowest of such Market Quotations.
(v) If Party B requests Party A in writing to obtain Market
Quotations, Party A shall use its reasonable efforts to do so before
the Latest Settlement Amount Determination Day.
(vi) If the Settlement Amount is a negative number, Section
6(e)(i)(3) of the ISDA Form shall be deleted in its entirety and
replaced with the following:
"SECOND METHOD AND MARKET QUOTATION. If Second Method and Market
Quotation apply, (1) Party B shall pay to Party A an amount equal to
the absolute value of the Settlement Amount in respect of the
Terminated Transactions, (2) Party B shall pay to Party A the
7
Termination Currency Equivalent of the Unpaid Amounts owing to Party
A and (3) Party A shall pay to Party B the Termination Currency
Equivalent of the Unpaid Amounts owing to Party B, Provided that,
(i) the amounts payable under (2) and (3) shall be subject to
netting in accordance with Section 2(c) of this Agreement and (ii)
notwithstanding any other provision of this Agreement, any amount
payable by Party A under (3) shall not be netted-off against any
amount payable by Party B under (1)."
(p) Multibranch Party. For the purpose of Section 10(c) of the Form
Master Agreement: (a) Party A is a not a Multibranch Party; and (b) Counterparty
is not a Multibranch Party.
(q) Credit Support Document. Initially with respect to Party A, a Credit
Support Annex and any guaranty in support of Party A's obligations. With respect
to Counterparty, a Credit Support Annex, but only with respect to Paragraph 3(b)
of such Credit Support Annex.
(r) Credit Support Provider. In relation to Party A: Not Applicable. In
relation to Counterparty: Not Applicable.
(s) Section 12(a)(ii) of the ISDA Form is deleted in its entirety.
(t) Party A may assign or transfer its rights and obligations hereunder
to any entity pursuant to Section 9 of this Agreement, so long as the Rating
Agency Condition is satisfied. This Transaction shall not be amended or modified
pursuant to Section 9(b) of the ISDA Form unless the Rating Agency Condition is
satisfied.
(u) Notwithstanding any provision of this Transaction 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 forth in Section 6(e) of the
Agreement shall not apply for purposes of this Transaction.
8. LIMITATION OF LIABILITY.
Notwithstanding anything herein to the contrary, it is expressly
understood and agreed by the parties hereto that (a) this letter agreement is
executed and delivered by LaSalle Bank National Association ("LaSalle Bank"),
not individually or personally, but solely as Supplemental Interest Trust
Trustee of the RAMP Series 2007-RS1 Supplemental Interest Trust, in the exercise
of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the RAMP
Series 2007-RS1 Supplemental Interest Trust is made and intended not as personal
representations, undertakings and agreements by LaSalle Bank but is made and
intended for the purpose of binding only the RAMP Series 2007-RS1 Supplemental
Interest Trust, (c) nothing herein contained shall be construed as creating any
liability on LaSalle Bank, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto; provided that nothing in this paragraph shall relieve
LaSalle Bank from performing its duties and obligations under the Pooling and
Servicing Agreement in accordance with the standard of care set forth therein,
and (d) under no circumstances shall LaSalle Bank be personally liable for the
payment of any indebtedness or expenses of the RAMP Series 2007-RS1 Supplemental
Interest Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the RAMP Series
2007-RS1 Supplemental Interest Trust under this letter agreement or any other
related documents.
9. ADDITIONAL PROVISIONS.
(I) DOWNGRADE OF PARTY A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) within 30 Calendar Days after the occurrence of a
8
Ratings Event, either (i) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below), (ii) post
Eligible Collateral in accordance with the Credit Support Annex attached hereto
and made a part hereof or (iii) obtain a guaranty which satisfies the Rating
Agency Condition. Party A's obligations to find a transferee, to post Eligible
Collateral under such Credit Support Annex or obtain a guarantor shall remain in
effect only for so long as a Ratings Event is continuing with respect to Party
A. For the purpose hereof, a "Ratings Event" shall occur in that event that (1)
Party A's short-term unsecured and unsubordinated debt rating is reduced below
"A-1" by Standard & Poor's Ratings Service ("S&P") (or if its short-term rating
is not available by S&P, in the event that its long-term unsecured and
unsubordinated debt rating is reduced below "A+" by S&P) or (2) its short-term
unsecured and unsubordinated debt rating is reduced below "F1" by Fitch, Inc.
("Fitch") (or, if its short-term rating is not available by Fitch, its long-term
unsecured and unsubordinated debt rating is withdrawn or reduced below "A" by
Fitch or (iii) if Party A fails to satisfy the ▇▇▇▇▇'▇ Downgrade provisions set
forth in Section 9(ii) hereof.
If a Ratings Withdrawal (as defined below) shall occur and be continuing
with respect to Party A, then Party A shall within 2 Business Days of such
Ratings Withdrawal, (A) give notice to Party B of the occurrence of such Ratings
Withdrawal, and (B) (i) transfer (at its own cost) Party A's rights and
obligations hereunder to another party, subject to satisfaction of the Rating
Agency Condition or (ii) obtain a guaranty of its obligations hereunder from
another party, subject to the satisfaction of the Rating Agency Condition, and
such guaranty shall remain in effect only for so long as a Ratings Withdrawal is
continuing with respect to Party A. For the purpose hereof, a "Ratings
Withdrawal" shall occur with respect to Party A if the long-term and short-term
senior unsecured deposit ratings of Party A are withdrawn by S&P or cease to be
at least BBB- and A-3 by S&P.
"Rating Agency Condition" means, with respect to any action taken or to be
taken, a condition that is satisfied when S&P, ▇▇▇▇▇'▇ and Fitch have confirmed
in writing that such action would not result in the downgrade, qualification (if
applicable) or withdrawal of the rating then assigned by such Rating Agency to
the Certificates.
(II) ▇▇▇▇▇'▇ DOWNGRADE PROVISIONS.
(A) ▇▇▇▇▇'▇ First Rating Trigger Collateral. For purposes of this
section, if Party A has failed to comply with or perform any
obligation to be complied with or performed by Party A in accordance
with the Credit Support Annex from time to time entered into between
Party A and Party B in relation to this Agreement and either (x) the
▇▇▇▇▇'▇ Second Rating Trigger Requirements do not apply or (y) less
than 30 Local Business Days have elapsed since the last time the
▇▇▇▇▇'▇ Second Rating Trigger Requirements did not apply, such
failure by Party A to comply with the provisions set forth above
shall constitute an Additional Termination Event for which Party A
shall be the sole Affected Party.
(B) ▇▇▇▇▇'▇ Second Rating Trigger Replacement. It shall be an
Additional termination Event with respect to Party A as sole
Affected Party if (x) the ▇▇▇▇▇'▇ Second Rating Trigger Requirements
apply and 30 or more Local Business Days have elapsed since the last
time the ▇▇▇▇▇'▇ Second Rating Trigger Requirements did not apply
and (y) (i) at least one Eligible Replacement has made a Firm Offer
(which remains capable of becoming legally binding upon acceptance)
to be the transferee of a transfer to be made in accordance with
Part 5(m)(ii) below and/or (ii) at least one entity with the ▇▇▇▇▇'▇
First Trigger Required Ratings and/or the ▇▇▇▇▇'▇ Second Trigger
Required Ratings has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance by the offeree) to provide
an Eligible Guarantee in respect of all of Party A's present and
future obligations under this Agreement.
For the purpose of sub-paragraph (B) and (C) above:
9
"Eligible Guarantee" means an unconditional and irrevocable
guarantee that is provided by a guarantor as principal debtor rather
than surety and is directly enforceable by Party B, where either (A)
a law firm has given a legal opinion confirming that none of the
guarantor's payments to Party B under such guarantee will be subject
to withholding for Tax or (B) such guarantee provides that, in the
event that any of such guarantor's payments to Party B are subject
to withholding for tax, such guarantor is required to pay such
additional amount as is necessary to ensure that the net amount
actually received by Party B (free and clear of any withholding tax)
will equal the full amount Party B would have received had no such
withholding been required.
"Eligible Replacement" means an entity (A) with the ▇▇▇▇▇'▇ First
Trigger Required Ratings and/or the ▇▇▇▇▇'▇ Second Trigger Required
Ratings or (B) whose present and future obligations owing to Party B
are guaranteed pursuant to an Eligible Guarantee provided by a
guarantor with the ▇▇▇▇▇'▇ First Trigger Required Ratings and/or the
▇▇▇▇▇'▇ Second Trigger Required Ratings.
"Firm Offer" means an offer which, when made, was capable of
becoming legally binding upon acceptance.
"▇▇▇▇▇'▇ Short-term Rating" means a rating assigned by ▇▇▇▇▇'▇ under
its short-term rating scale in respect of an entity's short-term,
unsecured and unsubordinated debt obligations
"Relevant Entities" means Party A and any guarantor under an
Eligible Guarantee in respect of all of Party A's present and future
obligations under this Agreement.
An entity shall have the "▇▇▇▇▇'▇ First Trigger Required Ratings"
(x) where such entity is the subject of a ▇▇▇▇▇'▇ Short-term Rating,
if such rating is "Prime-1" and its long-term, unsecured and
unsubordinated debt or counterparty obligations are rated "A2" or
above by ▇▇▇▇▇'▇ and (y) where such entity is not the subject of a
▇▇▇▇▇'▇ Short-term Rating, if its long-term, unsecured and
unsubordinated debt or counterparty obligations are rated "A1" or
above by ▇▇▇▇▇'▇.
The "▇▇▇▇▇'▇ Second Rating Trigger Requirements" shall apply so long
as no Relevant Entity has the Second Trigger Required Ratings.
An entity shall have the "▇▇▇▇▇'▇ Second Trigger Required Ratings"
(x) where such entity is the subject of a ▇▇▇▇▇'▇ Short-term Rating,
if such rating is "Prime-2" or above and its long-term, unsecured
and unsubordinated debt obligations are rated "A3" or above by
▇▇▇▇▇'▇ and (y) where such entity is not the subject of a ▇▇▇▇▇'▇
Short-term Rating, if its long-term, unsecured and unsubordinated
debt obligations are rated "A3" or above by ▇▇▇▇▇'▇.
So long as the ▇▇▇▇▇'▇ Second Rating Trigger Requirements apply,
Party A will at its own cost use commercially reasonable efforts to,
as soon as reasonably practicable, procure either (x) an Eligible
Guarantee in respect of all of Party A's present and future
obligations under this Agreement to be provided by a guarantor with
the ▇▇▇▇▇'▇ First Trigger Required Ratings and/or the ▇▇▇▇▇'▇ Second
Trigger Required Ratings or (y) a transfer in accordance with
Section 9(ii) below.
(III) TRANSFERS.
(a) Section 7 of the ISDA Form shall not apply to Party A and,
subject to Section 6(b)(ii) of the ISDA Form and Section 9(v)
herein, Party A may not transfer (whether by way of security or
otherwise) any interest or obligation in or under this Agreement
without
10
the prior written consent of Party B. Any transfer pursuant to this
Section will require that the transferee enter into a Regulation AB
indemnification agreement substantially similar to the one
previously entered into by Party A.
(b) Subject to Section 9(v) below, Party A may (at its own cost)
transfer all or substantially all of its rights and obligations with
respect to this Agreement to any other entity (a "TRANSFEREE") that
is an Eligible Replacement, provided that Party B shall determine in
its sole discretion in accordance with the Pooling and Servicing
Agreement, acting in a commercially reasonable manner, whether or
not a transfer relates to all or substantially all of Party A's
rights and obligations under this Agreement. Following such
transfer, all references to Party A shall be deemed to be references
to the Transferee.
(c) If an entity has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance) to be the transferee of a
transfer to be made in accordance with (ii) above, Party B shall (at
Party A's cost) at Party A's written request, take any reasonable
steps required to be taken by it to effect such transfer provided
such steps shall be in accordance with the Pooling and Servicing
Agreement.
(IV) TAX. Notwithstanding the definition of "Indemnifiable Tax" in
Section 14 of the ISDA Form, in relation to payments by Party A, any Tax shall
be an Indemnifiable Tax and, in relation to payments by Party B, no Tax shall be
an Indemnifiable Tax.
(V) RATING AGENCY NOTIFICATIONS. Notwithstanding any other provision of
this Agreement, this Agreement shall not be amended, no Early Termination Date
shall be effectively designated by Party B, and no transfer of any rights or
obligations under this Agreement shall be made (other than a transfer of all of
Party A's rights and obligations with respect to this Agreement in accordance
with Section 9(ii) above) unless ▇▇▇▇▇'▇ has been given prior written notice of
such amendment, designation or transfer.
10. ADDITIONAL TERMINATION EVENTS.
(a) A Ratings Event occurs as set forth in Section 9 hereof and Party A
fails to satisfy the requirements set forth in Section 9 hereof or
Party A fails to satisfy the ▇▇▇▇▇'▇ Downgrade provisions set forth
in Section 9 hereof. Party A shall be the sole Affected Party.
(b) The Pooling and Servicing Agreement is amended or modified, without
the prior written consent of Party A, in any manner which materially
adversely affects Party A, and such consent is required pursuant to
the Pooling and Servicing Agreement. The Counterparty shall be the
sole Affected Party
(c) The Trust Fund (as defined in the Pooling and Servicing Agreement)
is terminated pursuant to the Pooling and Servicing Agreement or
notice of the Terminator's (as defined in the Pooling and Servicing
Agreement) intention to exercise its option to purchase the Mortgage
Loans pursuant to Section 9.01 of the Pooling and Servicing
Agreement is given by the Trustee to Certificateholders pursuant to
Section 9.01 of the Pooling and Servicing Agreement. The
Counterparty shall be the sole Affected Party.
11. NON-PETITION.
Party A hereby irrevocably and unconditionally agrees that it will not
institute against, or join any other person in instituting against or cause any
other person to institute against Party B, any bankruptcy,
11
reorganization, arrangement, insolvency, or similar proceeding under the laws of
the United States, or any other jurisdiction for the non-payment of any amount
due hereunder or any other reason until the payment in full of the certificates
issued by Party B under the Pooling and Servicing Agreement and the expiration
of a period of one year plus ten days (or, if longer, the applicable preference
period) following such payment.
12. TAX REPRESENTATIONS.
(a) Payer Representations. For the purpose of Section 3(e) of the ISDA
Agreement, Party A and Party B will make the following representations:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on:
(i) the accuracy of any representations made by the other party pursuant
to Section 3(f) of the Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(iii) of
the Agreement and the accuracy and effectiveness of any document provided
by the other party pursuant to Section 4(a)(iii) of the Agreement; and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d) of the Agreement, provided that it shall not be a breach of
this representation where reliance is placed on clause (ii) and the other
party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f) of the Agreement,
each of Party A and Party B make the following representations.
The following representation will apply to Party A:
Party A is a "foreign person" within the meaning of the applicable U.S.
Treasury Regulations concerning information reporting and backup
withholding tax (as in effect on January 1, 2001), unless Party A provides
written notice to Party B that it is no longer a foreign person. In
respect of each Transaction it enters into through an office or
discretionary agent in the United States or which otherwise is allocated
for United States federal income tax purposes to such United States trade
or business, each payment received or to be received by it under such
Transaction will be effectively connected with its conduct of a trade or
business in the United States.
The following representation will apply to Party B:
LaSalle Bank National Association is the Trustee and Supplemental Interest
Trust Trustee under the Pooling and Servicing Agreement.
13. NON-RECOURSE PROVISIONS.
Notwithstanding anything to the contrary contained herein, none of Party B
or any of its officers, directors, or shareholders (the "Non-recourse Parties")
shall be personally liable for the payment by or on behalf of the RAMP Series
2007-RS1 Supplemental Interest Trust hereunder, and Party A shall be limited to
a proceeding against the Collateral or against any other third party other than
the Non-recourse Parties, and Party A shall not have the right to proceed
directly against the RAMP Series 2007-RS1 Supplemental Interest Trust for the
satisfaction of any monetary claim against the Non-recourse Parties or for any
12
deficiency judgment remaining after foreclosure of any property included in such
Collateral and following the realization of the Collateral, any claims of Party
A shall be extinguished.
14. DOCUMENTS TO BE DELIVERED. For the purpose of Section 4(a) (i) and 4(a)
(iii):
(1) Tax forms, documents, or certificates to be delivered are:
-------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED
CERTIFICATE
-------------------------------------------------------------------------------------------------------------------------
Party A and Any document required or Promptly after the earlier of (i) reasonable
Party B reasonably requested to allow demand by either party or (ii) learning that
the other party to make such form or document is required
payments under this Agreement
without any deduction or
withholding for or on the
account of any Tax or with
such deduction or withholding
at a reduced rate
-------------------------------------------------------------------------------------------------------------------------
(2) Other documents to be delivered (unless publicly available) are:
------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED COVERED BY SECTION
DOCUMENT CERTIFICATE 3(D) REPRESENTATION
------------------------------------------------------------------------------------------------------------------------
Party A and Party B Any documents to evidence the Upon the execution and Yes
authority of the delivering delivery of this Agreement
party for it to execute and and such Confirmation.
deliver this Confirmation.
------------------------------------------------------------------------------------------------------------------------
Party A and Party B A certificate of an authorized Upon the execution and Yes
officer of the party, as to the delivery of this Confirmation.
incumbency and authority of the
respective officers of the
party signing this Confirmation.
------------------------------------------------------------------------------------------------------------------------
Party A Legal opinion(s) with respect Within 5 Local Business Days No
to such party and its Credit of execution hereof
Support Provider, if any, for
it, reasonably satisfactory in
form and substance to the other
party relating to the
enforceability of the party's
obligations under this
Agreement.
------------------------------------------------------------------------------------------------------------------------
Party A A copy of the most recent To be made available on Yes
annual report of such party ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇/▇▇/▇▇/ as
(only if available) and its soon as available and in any
Credit Support Provider, if event within 90 days after
any, containing in all cases the end of each fiscal year
audited consolidated financial of Party A
statements for each fiscal year
certified by independent
certified public accountants
and
------------------------------------------------------------------------------------------------------------------------
13
------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED COVERED BY SECTION
DOCUMENT CERTIFICATE 3(D) REPRESENTATION
------------------------------------------------------------------------------------------------------------------------
prepared in accordance with
generally accepted accounting
principles in the United States
or in the country in which such
party is organized.
------------------------------------------------------------------------------------------------------------------------
Party B Each other report or other Promptly upon request by No
document required to be Party A, or with respect to
delivered by or to Party B any particular type of report
under the terms of the Pooling or other document as to which
and Servicing Agreement, other Party A has previously made
than those required to be request to receive all
delivered directly by the reports or documents of that
Trustee to Party A thereunder. type, promptly upon delivery
or receipt of such report or
document by Party B and
delivery shall be satisfied
by posting such report on
Party B's website
▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇.
------------------------------------------------------------------------------------------------------------------------
15. WAIVER OF RIGHT TO TRIAL BY JURY.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
16. ELIGIBLE CONTRACT PARTICIPANT.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
17. NOTICE BY FACSIMILE TRANSMISSION.
Section 12(a) of the ISDA Form is hereby amended by deleting the
parenthetical "(except that a notice or other communication under Section 5 or 6
may not be given by facsimile transmission or electronic messaging system)."
14
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning an executed copy of this letter agreement to the
attention of Derivative Documents via facsimile to 44 20 7545 9761, or via
e-mail to ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇.
Yours sincerely,
DEUTSCHE BANK AG, NEW YORK BRANCH
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
Confirmed as of the date above:
RAMP SERIES 2007-RS1 SUPPLEMENTAL INTEREST TRUST
By: LaSalle Bank National Association not in its individual capacity
but solely in its capacity as Supplemental Interest Trust
Trustee for the benefit of the RAMP Series 2007-RS1
Supplemental Interest Trust
By: _____________________________
Name:
Title:
15
EXHIBIT I
With respect to calculating a Floating Amount for any Calculation Period falling
within the periods set forth below, the Notional Amount shall be the amount set
forth opposite the relevant period and underneath the caption Notional Amount,
as follows:
NOTIONAL AMOUNT
FROM AND INCLUDING* TO BUT EXCLUDING* (USD)
Effective Date 25-Mar-07 $111,484,385.21
25-Mar-07 25-Apr-07 $110,625,441.74
25-Apr-07 25-May-07 $109,448,515.47
25-May-07 25-Jun-07 $107,952,131.43
25-Jun-07 25-Jul-07 $106,137,300.09
25-Jul-07 25-Aug-07 $104,007,638.89
25-Aug-07 25-Sep-07 $101,569,468.67
25-Sep-07 25-Oct-07 $ 98,831,881.37
25-Oct-07 25-Nov-07 $ 95,806,775.87
25-Nov-07 25-Dec-07 $ 92,508,858.60
25-Dec-07 25-Jan-08 $ 88,955,606.28
25-Jan-08 25-Feb-08 $ 85,538,833.90
25-Feb-08 25-Mar-08 $ 82,253,299.25
25-Mar-08 25-Apr-08 $ 79,093,961.53
25-Apr-08 25-May-08 $ 76,055,973.53
25-May-08 25-Jun-08 $ 73,134,674.23
25-Jun-08 25-Jul-08 $ 70,325,581.62
25-Jul-08 25-Aug-08 $ 67,624,385.88
25-Aug-08 25-Sep-08 $ 65,026,942.67
25-Sep-08 25-Oct-08 $ 62,529,266.90
25-Oct-08 25-Nov-08 $ 60,127,526.51
25-Nov-08 25-Dec-08 $ 55,408,442.70
25-Dec-08 25-Jan-09 $ 51,059,734.20
25-Jan-09 25-Feb-09 $ 47,052,332.29
25-Feb-09 25-Mar-09 $ 43,359,449.63
25-Mar-09 25-Apr-09 $ 39,956,401.33
25-Apr-09 25-May-09 $ 38,085,814.16
25-May-09 25-Jun-09 $ 36,302,799.84
25-Jun-09 25-Jul-09 $ 34,603,258.60
25-Jul-09 25-Aug-09 $ 32,983,282.58
25-Aug-09 25-Sep-09 $ 31,439,146.89
25-Sep-09 25-Oct-09 $ 29,967,301.00
25-Oct-09 25-Nov-09 $ 28,564,360.62
25-Nov-09 25-Dec-09 $ 27,227,099.88
25-Dec-09 25-Jan-10 $ 25,952,443.95
25-Jan-10 25-Feb-10 $ 24,737,461.94
25-Feb-10 25-Mar-10 $ 23,579,360.17
25-Mar-10 25-Apr-10 $ 22,475,475.76
25-Apr-10 25-May-10 $ 21,423,270.46
25-May-10 25-Jun-10 $ 20,420,324.91
25-Jun-10 25-Jul-10 $ 19,464,332.96
25-Jul-10 25-Aug-10 $ 18,553,096.45
25-Aug-10 25-Sep-10 $ 17,684,520.12
25-Sep-10 25-Oct-10 $ 16,856,606.82
25-Oct-10 25-Nov-10 $ 16,067,452.85
25-Nov-10 25-Dec-10 $ 15,315,243.68
16
25-Dec-10 25-Jan-11 $14,598,249.72
25-Jan-11 25-Feb-11 $13,914,822.34
25-Feb-11 25-Mar-11 $13,263,390.09
25-Mar-11 25-Apr-11 $12,642,455.11
25-Apr-11 25-May-11 $12,050,589.63
25-May-11 25-Jun-11 $11,486,432.76
25-Jun-11 25-Jul-11 $10,948,687.30
25-Jul-11 25-Aug-11 $10,436,116.75
25-Aug-11 25-Sep-11 $ 9,947,542.57
25-Sep-11 25-Oct-11 $ 9,481,841.33
25-Oct-11 25-Nov-11 $ 9,037,942.23
25-Nov-11 25-Dec-11 $ 8,614,824.57
25-Dec-11 25-Jan-12 $ 8,211,515.46
25-Jan-12 25-Feb-12 $ 7,827,087.57
* All dates listed above (with the exception of the Effective Date) are subject
to adjustment in accordance with the Modified Following Business Day Convention.
17