JPMORGAN CHASE BANK, N.A. ("JPMorgan") and LaSalle Bank National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to C-BASS 2007-CB5 Trust, C-BASS...
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Interest
Rate Cap Transaction
The
purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between:
JPMORGAN
CHASE BANK, N.A.
("JPMorgan")
and
LaSalle
Bank National Association, not
in
its individual capacity, but solely as Supplemental Interest Trust Trustee
on
behalf of the Supplemental Interest Trust with respect to C-BASS 2007-CB5 Trust,
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5
(the
“Supplemental Interest Trust“ or the “Counterparty”)
on
the
Trade Date and identified by the JPMorgan Deal Number specified below
(the "Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the Master Agreement specified below, and supersedes any previous
confirmation or other writing with respect to the transaction described
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 into this Confirmation. In the event of
any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.
This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of May
31,
2007, as
amended and supplemented from time to time (the "Agreement"),
between JPMORGAN CHASE BANK, N.A. ("JPMorgan") and LaSalle
Bank National Association, not
in
its individual capacity, but solely as Supplemental Interest Trust Trustee
on
behalf of the Supplemental Interest Trust with respect to C-BASS 2007-CB5 Trust,
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5
(the
“Supplemental Interest Trust“ or the “Counterparty”). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
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The
terms of the particular Interest Rate Cap Transaction to which
this Confirmation relates are as
follows:
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A. TRANSACTION
DETAILS
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JPMorgan Deal
Number(s):
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#2000005092465
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Notional
Amount:
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With
respect to any Calculation Period, the lesser of (i) the Calculation
Amount set forth for such period on Schedule I attached hereto in
Exhibit
A and (ii) the excess, if any, of (a) the aggregate Certificate Principal
Balance of the Floating Rate Certificates immediately
preceding the Distribution Date which occurs in the calendar month
of the
Floating Rate Payer Payment Date for such Calculation Period (determined
for this purpose without regard to any adjustment of the Floating
Rate
Payer Payment Date or Distribution Date relating to business
days)
over (b) the Calculation Amount set forth for such period on Schedule
II
attached hereto in Exhibit A.
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Trade
Date:
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May
23, 2007
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Effective
Date:
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June
25, 2007
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Termination
Date:
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May
25, 2012 subject to adjustment in accordance with the Modified Following
Business Day Convention
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Fixed
Amounts:
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Fixed
Rate Payer:
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Counterparty
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Premium
Amount:
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USD 1,085,000.00
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Fixed
Rate Payer Payment Date:
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31
May 2007
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Floating
Amounts:
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Floating
Rate Payer:
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JPMorgan
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Strike
Rate:
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5.32%
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| Floating Rate Payer Period End Dates: |
The
25th of each month in each year commencing with April 25,
2007 to and including the Termination Date, subject to adjustment in
accordance with the Modified Following Business Day
Convention
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| Floating Rate for initial Calculation Period: |
To
be determined
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| Floating Rate Payer Payment Dates: |
One
(1) Business days preceding each Floating Rate Payer Period End
Date.
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| Floating Rate Option: |
USD-LIBOR-BBA
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Designated
Maturity:
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1
Month
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Spread:
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None
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Floating
Rate Day Count Fraction:
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Actual/360
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Reset
Dates:
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The
first day of
each Calculation Period.
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Compounding:
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Inapplicable
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Business
Days:
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New
York
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Calculation
Agent:
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JPMorgan,
unless otherwise stated in the
Agreement.
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B. ACCOUNT
DETAILS
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Payments
to JPMorgan in USD:
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JPMORGAN
CHASE BANK NA
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JPMORGAN
CHASE BANK NA
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BIC: ▇▇▇▇▇▇▇▇▇▇▇
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ABA:
▇▇▇▇▇▇▇▇▇
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AC
No: 099997979
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Ref:
#2000005092465
C-BASS 2007-CB5
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Payments
to Counterparty in USD:
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LaSalle
Bank N.A.
ABA
# ▇▇▇▇▇▇▇▇▇
LaSalle
CHGO/CTR/BNF:/LaSalle Trust
Trust
Acct # 724770.4
Ref:
C-BASS 2007-CB5 Cap Carryover
Reserve
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C. OFFICES
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JPMorgan:
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NEW
YORK
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Counterparty:
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CHICAGO
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D. RELATIONSHIP
BETWEEN PARTIES
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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):
(a) Non-Reliance. It
is acting for its own account, and it 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. 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.
LaSalle
Bank National Association is acting not in its individual capacity but solely
as
Supplemental Interest Trust Trustee and has been directed to enter into the
transaction.
(b) 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 capable of assuming,
and
assumes the risks of that Transaction.
(c) Status
of Parties. The
other party is not acting as a fiduciary for or an adviser to it in respect
of
that Transaction.
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E.
TRUSTEE CAPACITY
It
is
expressly understood and agreed by the parties hereto that (i) this Confirmation
is executed and delivered by LaSalle
Bank National Association
not
individually or personally but solely as Supplemental Interest Trustee of the
Supplemental Interest Trust in the exercise of the powers and authority
conferred and vested in it under the terms of the Pooling and Servicing
Agreement, dated as of May 1, 2007 (the “Pooling and Servicing Agreement”),
among Asset Backed Funding Corporation, as depositor, Credit-Based Asset
Servicing and Securitization LLC, as seller, ▇▇▇▇▇▇ Loan Servicing LP, as
servicer, and LaSalle
Bank National Association,
as
trustee, (ii) each of the representations, undertakings and agreements herein
made on the part of the Counterparty is made and intended not as personal
representations, undertakings and agreements by LaSalle
Bank National Association
but is
made and intended for the purpose of binding only the Supplemental Interest
Trust, (iii) nothing herein contained shall be construed as creating any
liability on the part of LaSalle
Bank National Association,
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, and (iv) under no circumstances shall LaSalle
Bank National Association
be
personally liable for the payment of any indebtedness or expenses of the
Counterparty or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Counterparty
under this Confirmation or any other related documents, as to all of which
recourse shall be had solely to the assets of the Supplemental Interest Trust
in
accordance with the terms of the Pooling and Servicing Agreement.
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing a copy of this Confirmation and returning it to us or by sending
to us
a letter, telex or facsimile substantially similar to this letter, which letter,
telex or facsimile sets forth the material terms of the Transaction to which
this Confirmation relates and indicates agreement to those terms. When referring
to this Confirmation, please indicate: JPMorgan Deal
Number(s): #2000005092465
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JPMorgan
Chase Bank, N.A.
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Name:
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./s/
▇▇▇▇ ▇▇▇▇▇
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Title:
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Associate
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Accepted
and confirmed as of the date first written:
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LaSalle
Bank National Association, not
in its individual capacity, but solely as Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust with respect
to
C-BASS 2007-CB5 Trust, C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2007-CB5
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Name:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Vice
President
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Your
reference number:
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Client
Service Group
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All
queries regarding confirmations should be sent
to:
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JPMorgan
Chase Bank, N.A.
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Contacts
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JPMorgan
Contact
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Telephone
Number
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Client Service
Group
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(▇▇▇
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Group
E-mail address:
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Facsimile:
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(▇▇▇
) ▇▇▇▇▇▇▇▇▇▇
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Telex:
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Cable:
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Please
quote the JPMorgan deal number(s): #2000005092465
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