(BILATERAL FORM) (ISDA AGREEMENTS SUBJECT TO NEW YORK LAW ONLY)
ISDA(R)
International Swaps and Derivatives Association, Inc.
CREDIT SUPPORT ANNEX
to the Schedule to the
ISDA MASTER AGREEMENT
----------------------------------------
Dated as of March 9, 2007
between
THE BANK OF NEW YORK and LASALLE BANK NATIONAL ASSOCIATION,
NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUST TRUSTEE ON
BEHALF OF THE RAMP 2007-RS1
established as a banking organization The Supplemental Interest Trust is a common
under the laws of the State of New York law trust established under the laws of the
State of New York.
("PARTY A") ("PARTY B")
--------------------------------- -------------------------------------
This Annex supplements, forms part of, and is subject to,
the Master Agreement specified in the Confirmation(s) (BNY Ref. No. 38937),
dated even date herewith (the "AGREEMENT"), is part of the Schedule deemed
incorporated therein and is a Credit Support Document under the Master Agreement
with respect to Party A.
Accordingly, the parties agree as follows:--
PARAGRAPHS 1 - 12. INCORPORATION. Paragraphs 1 through 12 inclusive of the ISDA
Credit Support Annex (Bilateral Form) (ISDA Agreements Subject to New York Law
Only) published in 1994 by the International Swaps and Derivatives Association,
Inc. are incorporated herein by reference and made a part hereof, except that
Paragraph 1(b) is hereby amended in its entirety to read as follows:
"(b) SECURED PARTY AND PLEDGOR. Notwithstanding anything contained in this
Annex to the contrary, (a) the term "Secured Party" as used in this Annex means
only Party B, (b) the term "Pledgor" as used in this Annex means only Party A,
(c) only Party A makes the pledge and grant in Paragraph 2, the acknowledgment
in the final sentence of Paragraph 8(a) and the representations in Paragraph 9,
and (d) only Party A will be required to make Transfers of Eligible Credit
Support hereunder."
1
PARAGRAPH 13.
CERTAIN DEFINITIONS. As used herein, "MOODY'S", "S&P", "RATING AGENCY",
"COLLATERALIZATION EVENT","MOODY'S COLLATERALIZATION EVENT", "S&P
COLLATERALIZATION EVENT"; "RATINGS EVENT", "MOODY'S RATINGS EVENT", and "S&P
RATINGS EVENT" have the meanings assigned in the Schedule.
(a) SECURITY INTEREST FOR "OBLIGATIONS." The term "OBLIGATIONS" as used in
this Annex includes the following additional obligations: Not applicable.
(b) CREDIT SUPPORT OBLIGATIONS.
(i) DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.
(A) "DELIVERY AMOUNT" has the meaning specified in Paragraph
3(a) except that the words "upon a demand made by the Secured
Party on or promptly following a Valuation Date" shall be
deleted and replaced by the words "on each Valuation Date on
which the Threshold for Party A is Zero, commencing no later
than the Valuation Date falling on or after the earliest of (i)
in the case of a Moody's Collateralization Event or Moody's
Ratings Event (in each case with respect to Party A and the
guarantor under each Qualified Guaranty (if any)), on the 30th
Local Business Day thereafter, (ii) in the case of an S&P
Collateralization Event, the thirtieth (30th) calendar day
thereafter or, if it is not a Local Business Day, the next
preceding day that is a Local Business Day, and (iii) in the
case of an S&P Ratings Event, commencing promptly after
publication by S&P of the applicable change in rating."
(B) "RETURN AMOUNT" has the meaning specified in Paragraph
3(b).
(C) "CREDIT SUPPORT AMOUNT" in Paragraph 3(b), shall be
amended in its entirety to read as follows:
"'CREDIT SUPPORT AMOUNT' means, for any Valuation Date
after and during the continuance of a Collateralization
Event or Ratings Event (in each case with respect to
Party A and the guarantor under each Qualified Guaranty
(if any)), (i) the Secured Party's Exposure for that
Valuation Date, plus (ii) the aggregate of all
Independent Amounts applicable to the Pledgor (with
respect to all Affected Transactions), if any, minus
(iii) the Pledgor's Threshold; provided, however, that
the Credit Support Amount will be deemed to be zero
whenever the calculation of the Credit Support Amount
yields a number less than zero; and, provided further,
that, [(1)] if a Moody's Ratings Event with respect to
Party A and the guarantor under each Qualified Guaranty
(if any) has occurred and is continuing and at least
thirty (30) Business Days have elapsed since the last
time it was not the case that a Moody's Ratings Event
had occurred and was continuing with respect to Party A
and the guarantor under each Qualified Guaranty (if
any), the Credit Support Amount will not be less than
the greater of zero and the aggregate amount of the net
payments due from Pledgor in respect of all following
scheduled Payments (each such net payment being the
greater of zero and the amount of the payment due to be
made by the Pledgor under Section 2(a) on a Payment date
less the amount of any payment due to be made by the
Secured Party under Section 2(a) on the same Payment
Date after giving effect to any applicable netting under
Section 2(c) (each a "NET PAYMENT")) with respect to all
Affected Transactions.
(ii) ELIGIBLE COLLATERAL. The items set forth in Schedule 1A or
Schedule 1B, as applicable, will qualify as "ELIGIBLE COLLATERAL" for
Party A.
(iii) OTHER ELIGIBLE SUPPORT. The following items will qualify as
"OTHER ELIGIBLE SUPPORT" for the party specified: Not Applicable.
(iv) THRESHOLDS.
2
(A) "INDEPENDENT AMOUNT" means with respect to Party B:
Zero; and, with respect to Party A: an amount, as of the date of
determination, equal to the product of the aggregate Notional
Amount outstanding at the beginning of the related Calculation
Period under the applicable Affected Transactions, and the
greater of:
(1) in respect of a Moody's Collateralization Event
or a Moody's Ratings Event (in each case, with
respect to Party A and the guarantor under each
Qualified Guaranty (if any)), the percentage set
forth in Schedule 2A, Schedule 2B or Schedule
2C, as applicable ("MOODY'S INDEPENDENT
AMOUNT"); and
(2) in respect of an S&P Collateralization Event or
an S&P Ratings Event, (x) with respect to basis
risk swaps, the product of the S&P Volatility
Buffer and .10, and (y) with respect to all
other Transactions the S&P Volatility Buffer
determined using the table set forth in Schedule
3 ("S&P INDEPENDENT AMOUNT").
(B) "THRESHOLD" means for each party: an infinite number;
provided, that the Threshold shall be zero at any time that
Party A elects or is required to post collateral pursuant to
Part 5(i)(ii) of the Schedule.
(C) "MINIMUM TRANSFER AMOUNT" means with respect to Party A
and Party B: $100,000; provided, that the Minimum Transfer
Amount for such party shall be $50,000 in respect of an S&P
Collateralization Event and an S&P Ratings Event if the
aggregate principal balance of the rated Certificates is
$50,000,000 or less on the applicable Valuation Date, and shall
be zero upon the occurrence and during the continuance of an
Event of Default, Termination Event, Additional Termination
Event, or Specified Condition with respect to such party.
(D) ROUNDING. The Delivery Amount will be rounded up to the
nearest integral multiple of $1,000 and the Return Amount will
be rounded down to the nearest integral multiple of $1,000.
(v) CONFLICTING VALUATION PERCENTAGE. Notwithstanding the definition
of "Valuation Percentage" in Paragraph 10, the Valuation Percentage for
any item of Eligible Collateral shall be the lowest of the applicable
percentages specified for such item by any Rating Agency then rating the
Certificates.
(c) VALUATION AND TIMING.
(i) "VALUATION AGENT" means, Party A, provided, that if any Event of
Default with respect to Party A has occurred and is continuing, then any
designated third party mutually agreed to by the parties shall be the
Valuation Agent until such time as Party A is no longer a Defaulting
Party.
(ii) "VALUATION DATE" means each Local Business Day.
(iii) "VALUATION TIME" means:
[ ] the close of business in the city of the Valuation Agent
on the Valuation Date or date of calculation, as applicable;
[X] the close of business on the Local Business Day before
the Valuation Date or date of calculation, as applicable;
provided, that the calculations of Value and Exposure will be made as of
approximately the same time on the same date.
(iv) "NOTIFICATION TIME" means 1:00 p.m., New York time, on a Local
Business Day.
(d) CONDITIONS PRECEDENT AND SECURED PARTY'S RIGHTS AND REMEDIES. (i)
Illegality and (ii) Additional Termination Events will be a "SPECIFIED
CONDITION" for Party A (as the Affected
3
Party) (but not for purposes of Paragraph 8(d)), and (iii) Tax Event and (iv)
Tax Event Upon Merger will not be a "SPECIFIED CONDITION for Party A.
(e) SUBSTITUTION.
(i) "SUBSTITUTION DATE" has the meaning specified in Paragraph
4(d)(ii).
(ii) CONSENT. If specified here as applicable, then the Pledgor must
obtain the Secured Party's consent for any substitution pursuant to
Paragraph 4(d): Applicable.
(f) DISPUTE RESOLUTION.
(i) "RESOLUTION TIME" means 1:00 p.m., New York time, on the Local
Business Day following the date on which the notice is given that gives
rise to a dispute under Paragraph 5.
(ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), the
Value of Posted Credit Support will be calculated as follows: as set
forth for other purposes in Paragraph 12.
(iii) ALTERNATIVE. The provisions of Paragraph 5 will apply, except to
the following extent: (A) pending the resolution of a dispute, Transfer
of the undisputed Value of Eligible Credit Support or Posted Credit
Support involved in the relevant demand will be due as provided in
Paragraph 5 if the demand is given by the Notification Time, but will be
due on the second Local Business Day after the demand if the demand is
given after the Notification Time; and (B) the Disputing Party need not
comply with the provisions of Paragraph 5(II)(2) if the amount to be
Transferred does not exceed the Disputing Party's Minimum Transfer
Amount.
(g) HOLDING AND USING POSTED COLLATERAL.
(i) ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS. The Secured
Party will not be entitled to hold Posted Collateral itself. The Secured
Party will be hold Posted Collateral in an identifiable segregated
account through a Custodian (which may be the Supplemental Interest
Trust Trustee and which shall at all times be a financial institution as
specified under Section 4.11 of the Pooling and Servicing Agreement. If
not so specified, the Custodian shall be a commercial bank or trust
company which is unaffiliated with Party B organized under the laws of
the United States or any state thereof, having assets of at least $10
billion and a long term debt or a deposit rating of at least Baa2 from
Moody's and BBB from S&P. For so long as the Certificates are rated by
S&P, any Custodian other than the Supplemental Interest Trust Trustee
shall have a short-term debt or deposit rating of at least A-1+, or, if
it has no short-term rating, a long-term debt or deposit rating of at
least A+, from S&P.
Initially, the Custodian for Party B is:
▇▇▇▇▇ Fargo Bank, N.A..
(ii) USE OF POSTED COLLATERAL. The provisions of Paragraph 6(c) will
not apply to the Secured Party; therefore, Party B will not have any of
the rights specified in Paragraph 6(c)(i) or 6 (c)(ii).
(h) DISTRIBUTIONS AND INTEREST AMOUNT.
(i) INTEREST RATE. The "INTEREST RATE", with respect to Eligible
Collateral in the form of Cash will be will be the actual rate of
interest earned by the Counterparty or the Custodian if the Cash is
invested at the direction of BNY in accordance with Paragraph 13(1)(vi);
otherwise the "Interest Rate" will be, for any day, the rate opposite
the caption "Federal Funds (Effective)" for such day as published for
such day in Federal Reserve Publication H.15(519) or any successor
publication as published by the Board of Governors of the Federal
Reserve System or such other rate as agreed by the parties.
(ii) TRANSFER OF INTEREST AMOUNT. The Transfer of the Interest Amount
will be made on the first Local Business Day of each calendar month) and
on any Local Business Day that Posted Collateral in the form of Cash is
Transferred to the Pledgor pursuant to
4
Paragraph 3(b), subject to the receipt and availability of such interest
or of interest and earnings on the Mortgage Loans, as the case may be.
(iii) ALTERNATIVE TO INTEREST AMOUNT. The provisions of Paragraph
6(d)(ii) will apply.
(i) OTHER ELIGIBLE SUPPORT AND OTHER POSTED SUPPORT.
(i) "VALUE" with respect to Other Eligible Support and Other Posted
Support means: Inapplicable.
(ii) "TRANSFER" with respect to Other Eligible Support and Other
Posted Support means: Inapplicable.
(j) DEMANDS AND NOTICES. All demands, specifications and notices under this
Annex will be made pursuant to the Notices Section of this Agreement, unless
otherwise specified here:
(i) Party A: Not applicable.
(ii) Party B: LaSalle Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tele: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(k) ADDRESSES FOR TRANSFERS.
Party A: For Cash: To be provided
For Eligible Collateral: To be provided
Party B: To be provided
(l) OTHER PROVISIONS.
(i) ADDITIONAL DEFINITIONS. As used in this Annex:--
"EQUIVALENT COLLATERAL" means, with respect to any security
constituting Posted Collateral, a security of the same issuer
and, as applicable, representing or having the same class,
series, maturity, interest rate, principal amount or liquidation
value and such other provisions as are necessary for that
security and the security constituting Posted Collateral to be
treated as equivalent in the market for such securities;
"LOCAL BUSINESS DAY" means: (i) any day on which commercial
banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in New York, and (ii) in
relation to a Transfer of Eligible Collateral, a day on which
the clearance system agreed between the parties for the delivery
of Eligible Collateral is open for acceptance and execution of
settlement instructions (or in the case of a Transfer of Cash or
other Eligible Collateral for which delivery is contemplated by
other means, a day on which commercial banks are open for
business (including dealings for foreign exchange and foreign
currency deposits) in New York and such other places as the
parties shall agree);
(ii) TRANSFER TIMING.
(A) Paragraph 4(b) shall be deleted and replaced in its
entirety by the following paragraph: "Subject to Paragraphs 4(a)
and 5 and unless otherwise specified, if a demand for the
Transfer of Eligible Credit Support or Posted Credit Support is
made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the second Local
Business Day thereafter; if
5
a demand is made after the Notification Time then the relevant
Transfer will be made not later than the close of business on
the third Local Business Day thereafter."
(B) Paragraph 6(d)(1) shall be amended so that the reference
therein to "the following Local Business Day" shall be replaced
by reference to "the second Local Business Day thereafter".
(iii) EVENTS OF DEFAULT. Paragraph 7 shall be deleted and replaced in
its entirety by the following paragraph:
"For the purposes of Section 5(a)(iii) of this Agreement, an
Event of Default will exist with respect to a party if that
party fails (or fails to cause its Custodian) to make, when due,
any Transfer of Eligible Credit Support, Posted Credit Support
or the Interest Amount, as applicable, required to be made by it
and that failure continues for two Local Business Day after the
notice of that failure is given to that party; provided, that,
with respect to a failure to Transfer Eligible Credit Support,
at least (x) 30 Local Business Days have elapsed after a Ratings
Event with respect to Party A and the guarantor under each
Qualified Guaranty (if any) has occurred, or (y) 10 Business
Days have elapsed after an S&P Ratings Event , and such failure
is not remedied on or before the third Local Business Day after
notice of such failure is given to Party A".
(iv) NO COUNTERCLAIM. A party's rights to demand and receive the
Transfer of Eligible Collateral as provided hereunder and its rights as
Secured Party against the Posted Collateral or otherwise shall be
absolute and subject to no counterclaim, set-off, deduction or defense
in favor of the Pledgor except as contemplated in Sections 2 and 6 of
the Agreement and Paragraph 8 of this Annex.
(v) HOLDING COLLATERAL. The Secured Party shall cause any Custodian
appointed hereunder to open and maintain a segregated account (the "SWAP
COLLATERAL ACCOUNT") and to hold, record and identify all the Posted
Collateral therein and, subject to Paragraphs 6(c) and 8(a), such Posted
Collateral shall at all times be and remain the property of the Pledgor
and shall at no time constitute the property of, or be commingled with
the property of, the Secured Party or the Custodian.
(vi) INVESTMENT OF CASH POSTED COLLATERAL. Cash Posted Collateral
shall be invested in Permitted Investments as directed by Party A, with
gains and losses incurred in respect of such investments to be for the
account of Party A, subject to the following parameters: the Cash Posted
Collateral shall be invested in such overnight (or redeemable within two
Local Business Days of demand) investments rated at least (x) AAAm or
AAAm-G by S&P and (y) Prime -1 or Aaa by Moody's as directed by Party A
(provided, that such investment shall be held uninvested or invested at
the direction of Party B if an Event of Default or an Additional
Termination Event has occurred with respect to which Party A is the
defaulting or sole Affected Party and Party B has designated an Early
Termination Date with respect thereto). Such instructions may be
delivered as standing instructions.
(vii) RETURN OF POSTED COLLATERAL. At any time Party A is required to
post collateral pursuant to Part 5(i)(ii) of the Schedule, Party A shall
be obligated to transfer Eligible Collateral in accordance with the
terms of this Annex. If Party A is so required to post collateral in
relation to a Collateralization Event or a Ratings Event and thereafter
ceases to be required to post collateral under Part 5(i)(ii) of the
Schedule (and provided that no Event of Default exists with respect to
Party A) or Party A has made a Permitted Transfer under this Agreement,
then Party A's obligations to transfer Eligible Collateral under this
Annex will immediately cease with respect to that Collateralization
Event or Ratings Event, and Party B will, upon demand by Party A, return
to Party A, or cause its Custodian to return, all Posted Collateral held
under this Annex. The Secured Party is authorized to liquidate any
Posted Collateral pursuant to written instructions from Party A.
6
(viii) EXTERNAL VERIFICATION OF ▇▇▇▇-TO-MARKET VALUATIONS. If the
long-term senior unsecured debt of Party A is rated BBB or below by S&P,
once every month, Party A will at its own expense verify its
determination of Exposure of the Transaction on the next Valuation Date
by seeking quotations from two (2) Reference Market-makers (provided,
that a Reference Market-maker may not be used more than four times
within each 12 month period) for their determination of Exposure of the
Transaction on such Valuation Date and the Valuation Agent will use the
greater of either (a) its own determination or (b) the high quotation
for a Reference Market-maker, if applicable for the next Valuation Date
and cure any deficiency in collateral value within three Local Business
Days. Party A shall provide the quotations of such Reference
Market-makers to S&P.
(ix) EXPENSES. Notwithstanding Paragraph 10, the Pledgor will be
responsible for, and will reimburse the Secured Party for, all transfer
and other taxes and other costs involved in the transfer of Eligible
Collateral.
(x) LIMIT ON SECURED PARTY'S LIABILITY. The Secured Party will not
be liable for any losses or damages that the Pledgor may suffer as a
result of any failure by the Secured Party to perform, or any delay by
it in performing, any of its obligations under this Annex if the failure
or delay results from circumstances beyond the reasonable control of the
Secured Party or its Custodian, such as interruption or loss of computer
or communication services, labor disturbance, natural disaster or local
or national emergency.
[Signature page immediately follows]
7
IN WITNESS WHEREOF the parties have executed this Credit Support Annex on
the respective dates specified below with effect from the date on the first
page.
THE BANK OF NEW YORK LASALLE BANK NATIONAL ASSOCIATION,
NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF
OF THE RAMP 2007-RS1
By: _____________________________ By: _________________________________________
Name: Name:
Title: Title:
Date: Date:
8
SCHEDULE 1A
ELIGIBLE COLLATERAL
MOODY'S
Certificates: RAMP 2007-RS1
Highest Rating of Certificates: Class [ ] rated "Aaa" by Moody's, and "AAA" by
S&P.
Scheduled Date Certificates will fall to $50,000,000 or below: Not applicable.
Last Scheduled Payment Date of Transactions: March 25, 2008
Valuation Date (and Valuation Percentage column): Daily
Moody's Valuation Percentage columns:
* Column A sets out the percentage applicable when the percentage in
Column B is not applicable.
* Column B sets out the percentage applicable when a Moody's Ratings
Event with respect to Party A and the guarantor under each Qualified
Guaranty (if any)such has occurred and is continuing and at least 30
Local Business Days have elapsed since the last time it was not the case
that a Moody's Ratings Event had occurred and was continuing with
respect to Party A and the guarantor under each Qualified Guaranty (if
any).
------------------------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (MOODY'S)
------------------------------------------------------------------------------------------------------------------------------
VALUATION VALUATION
PERCENTAGE PERCENTAGE
----------------------------------------------
MOODY'S (DAILY) MOODY'S (WEEKLY)
----------------------------------------------
A B A B
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(A) Cash: U.S. Dollars in depositary account form 100% 100 100% 100%
------------------------------------------------------------------------------------------------------------------------------
(B) Floating-rate U.S. Treasury Securities: Floating-rate negotiable 100% 99% 100% 99%
debt obligations issued by the U.S. Treasury Department after
July 18, 1984 ("FLOATING-RATE TREASURIES") (all maturities).
------------------------------------------------------------------------------------------------------------------------------
(C) U.S. Treasury Securities: Fixed-rate negotiable debt obligations 100% 100% 100% 100%
issued by the U.S. Treasury Department after July 18, 1984
("FIXED-RATE TREASURIES") having a remaining maturity of up to
and not more than 1 year.
------------------------------------------------------------------------------------------------------------------------------
(D) Fixed-rate Treasuries having a remaining maturity of greater than 100% 99% 100% 99%
1 year but not more than 2 years.
------------------------------------------------------------------------------------------------------------------------------
(E) Fixed-rate Treasuries having a remaining maturity of greater than 100% 98% 100% 98%
2 years but not more than 3 years.
------------------------------------------------------------------------------------------------------------------------------
(F) Fixed-rate Treasuries having a remaining maturity of greater than 100% 97% 100% 97%
3 years but not more than 5 years.
------------------------------------------------------------------------------------------------------------------------------
(G) Fixed-rate Treasuries having a remaining maturity of greater than 100% 96% 100% 95%
5 years but not more than 7 years.
------------------------------------------------------------------------------------------------------------------------------
(H) Fixed-rate Treasuries having a remaining maturity of greater than 100% 94% 100% 94%
7 years but not more than 10 years.
------------------------------------------------------------------------------------------------------------------------------
(I) Fixed-rate Treasuries having a remaining maturity of greater than 100% 90% 100% 89%
10 years but not more than 20 years.
------------------------------------------------------------------------------------------------------------------------------
(J) Fixed-rate Treasuries having a remaining maturity of greater than 100% 88% 100% 87%
20 years but not more than 30 years.
------------------------------------------------------------------------------------------------------------------------------
1A-1
------------------------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (MOODY'S)
------------------------------------------------------------------------------------------------------------------------------
(K) Floating-rate Agency Securities: Floating-rate negotiable debt 100% 98% 100% 98%
obligations of the Federal National Mortgage Association (FNMA),
Federal Home Loan Mortgage Corporation (FHLMC), Federal Home Loan
Banks (FHLB), Federal Farm Credit Banks (FFCB), Tennessee Valley
Authority (TVA) (collectively, "FLOATING-RATE AGENCY SECURITIES")
(all maturities).
------------------------------------------------------------------------------------------------------------------------------
(L) Fixed-rate Agency Securities: Fixed-rate negotiable debt 100% 99% 100% 99%
obligations of the Federal National Mortgage Association (FNMA),
Federal Home Loan Mortgage Corporation (FHLMC), Federal Home Loan
Banks (FHLB), Federal Farm Credit Banks (FFCB), Tennessee Valley
Authority (TVA) (collectively, "FIXED-RATE AGENCY SECURITIES")
issued after July 18, 1984 and having a remaining maturity of not
more than 1 year.
------------------------------------------------------------------------------------------------------------------------------
(M) Fixed-rate Agency Securities having a remaining maturity of 100% 99% 100% 98%
greater than 1 year but not more than 2 years.
------------------------------------------------------------------------------------------------------------------------------
(N) Fixed-rate Agency Securities having a remaining maturity of 100% 98% 100% 97%
greater than 2 years but not more than 3 years.
------------------------------------------------------------------------------------------------------------------------------
(O) Fixed-rate Agency Securities having a remaining maturity of 100% 96% 100% 96%
greater than 3 years but not more than 5 years.
------------------------------------------------------------------------------------------------------------------------------
(P) Fixed-rate Agency Securities having a remaining maturity of 100% 93% 100% 94%
greater than 5 years but not more than 7 years.
------------------------------------------------------------------------------------------------------------------------------
(Q) Fixed-rate Agency Securities having a remaining maturity of 100% 93% 100% 93%
greater than 7 years but not more than 10 years.
------------------------------------------------------------------------------------------------------------------------------
(R) Fixed-rate Agency Securities having a remaining maturity of 100% 89% 100% 88%
greater than 10 years but not more than 20 years.
------------------------------------------------------------------------------------------------------------------------------
(S) Fixed-rate Agency Securities having a remaining maturity of 100% 87% 100% 86%
greater than 20 years but not more than 30 years.
------------------------------------------------------------------------------------------------------------------------------
(T) FHLMC Certificates. Mortgage participation certificates issued by * * * *
FHLMC evidencing undivided interests or participations in pools
of first lien conventional or FHA/VA residential mortgages or
deeds of trust, guaranteed by FHLMC, issued after July 18, 1984
and having a remaining maturity of not more than 30 years.
------------------------------------------------------------------------------------------------------------------------------
(U) FNMA Certificates. Mortgage-backed pass-through certificates * * * *
issued by FNMA evidencing undivided interests in pools of first
lien mortgages or deeds of trust on residential properties,
guaranteed by FNMA, issued after July 18, 1984 and having a
remaining maturity of not more than 30 years.
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1A-2
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ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (MOODY'S)
------------------------------------------------------------------------------------------------------------------------------
(V) GNMA Certificates. Mortgage-backed pass-through certificates * * * *
issued by private entities, evidencing undivided interests in
pools of first lien mortgages or deeds of trust on single family
residences, guaranteed by the Government National Mortgage
Association (GNMA) with the full faith and credit of the United
States, issued after July 18, 1984 and having a remaining
maturity of not more than 30 years.
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(W) Commercial Mortgage-Backed Securities. Floating rate commercial * * * *
mortgage-backed securities rated AAA by two major rating agencies
(including S&P if S&P is a Rating Agency hereunder) with a
minimum par or face amount of $250 million (excluding securities
issued under Rule 144A) ("Commercial Mortgage-Backed Securities")
having a remaining maturity of not more than 5 years.
------------------------------------------------------------------------------------------------------------------------------
(X) Commercial Mortgage-Backed Securities having a remaining maturity * * * *
of more than 5 years and not more than 10 years.
------------------------------------------------------------------------------------------------------------------------------
(Y) Commercial Mortgage-Backed Securities having a remaining maturity * *
of more than 10 years.
------------------------------------------------------------------------------------------------------------------------------
(Z) Commercial Paper. Commercial Paper with a rating of at least P-1 * * * *
by Moody's and at least A-1+ by S&P and having a remaining
maturity of not more than 30 days.
------------------------------------------------------------------------------------------------------------------------------
(AA) Other Items of Credit Support approved by the Rating Agencies to * * * *
the extent any [Certificates] are rated.
------------------------------------------------------------------------------------------------------------------------------
* zero or such higher percentage in respect of which Moody's has delivered
a ratings affirmation.
1A-3
SCHEDULE 1B
ELIGIBLE COLLATERAL
S&P
Certificates: RAMP 2007-RS1
Highest Rating of Certificates: Class [ ] rated "Aaa" by Moody's, and "AAA" by
S&P.
Scheduled Date Certificates will fall to $50,000,000 or below: Not applicable.
Last Scheduled Payment Date of Transactions: March 25, 2008
Valuation Date (and Valuation Percentage column): Daily
------------------------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (S&P)
------------------------------------------------------------------------------------------------------------------------------
VALUATION PERCENTAGE
------------------------------------------------------------------------------------------------------------------------------
S&P
---------------------------
DAILY WEEKLY
------------------------------------------------------------------------------------------------------------------------------
(A) Cash: U.S. Dollars in depositary account form 100% 100%
------------------------------------------------------------------------------------------------------------------------------
(B) Floating-rate U.S. Treasury Securities: Floating-rate negotiable debt * *
obligations issued by the U.S. Treasury Department after July 18, 1984 ("FLOATING
RATE TREASURIES") (all maturities).
------------------------------------------------------------------------------------------------------------------------------
(C) Fixed-rate U.S. Treasury Securities: Fixed-rate negotiable debt obligations 98.90% 98.60%
issued by the U.S. Treasury Department after July 18, 1984 ("FIXED-RATE
TREASURIES") having a remaining maturity of up to and not more than 1 year.
------------------------------------------------------------------------------------------------------------------------------
(D) Fixed-rate Treasuries having a remaining maturity of greater than 1 year but not 98.00% 97.30%
more than 2 years.
------------------------------------------------------------------------------------------------------------------------------
(E) Fixed-rate Treasuries having a remaining maturity of greater than 2 years but not 97.40% 95.80%
more than 3 years.
------------------------------------------------------------------------------------------------------------------------------
(F) Fixed-rate Treasuries having a remaining maturity of greater than 3 years but not 95.50% 93.80%
more than 5 years.
------------------------------------------------------------------------------------------------------------------------------
(G) Fixed-rate Treasuries having a remaining maturity of greater than 5 years but not 93.70% 91.40%
more than 7 years.
------------------------------------------------------------------------------------------------------------------------------
(H) Fixed-rate Treasuries having a remaining maturity of greater than 7 years but not 92.50% 90.30%
more than 10 years.
------------------------------------------------------------------------------------------------------------------------------
(I) Fixed-rate Treasuries having a remaining maturity of greater than 10 years but 91.10% 86.90%
not more than 20 years.
------------------------------------------------------------------------------------------------------------------------------
(J) Fixed-rate Treasuries having a remaining maturity of greater than 20 years but 88.60% 84.60%
not more than 30 years.
------------------------------------------------------------------------------------------------------------------------------
(K) Floating-rate Agency Securities: Floating-rate negotiable debt obligations of * *
the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage
Corporation (FHLMC), Federal Home Loan Banks (FHLB), Federal Farm Credit Banks
(FFCB), Tennessee Valley Authority (TVA) (collectively, "FLOATING-RATE AGENCY
SECURITIES") (all maturities).
------------------------------------------------------------------------------------------------------------------------------
(L) Fixed-rate Agency Securities: fixed-rate negotiable debt obligations of the 98.50% 98.00%
Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage
Corporation (FHLMC), Federal Home Loan Banks (FHLB), Federal Farm Credit Banks
(FFCB), Tennessee Valley Authority (TVA) (collectively, "FIXED-RATE AGENCY
SECURITIES") issued after July 18, 1984 and having a remaining maturity of not
more than 1 year.
------------------------------------------------------------------------------------------------------------------------------
(M) Fixed-rate Agency Securities having a remaining maturity of greater than 1 year 97.70% 96.80%
but not more than 2 years.
------------------------------------------------------------------------------------------------------------------------------
1B-1
------------------------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (S&P)
------------------------------------------------------------------------------------------------------------------------------
(N) Fixed-rate Agency Securities having a remaining maturity of greater than 2 years 97.30% 96.30%
but not more than 3 years.
------------------------------------------------------------------------------------------------------------------------------
(O) Fixed-rate Agency Securities having a remaining maturity of greater than 3 years 94.50% 92.50%
but not more than 5 years.
------------------------------------------------------------------------------------------------------------------------------
(P) Fixed-rate Agency Securities having a remaining maturity of greater than 5 years 93.10% 90.30%
but not more than 7 years.
------------------------------------------------------------------------------------------------------------------------------
(Q) Fixed-rate Agency Securities having a remaining maturity of greater than 7 years 90.70% 86.90%
but not more than 10 years.
------------------------------------------------------------------------------------------------------------------------------
(R) Fixed-rate Agency Securities having a remaining maturity of greater than 10 years 87.70% 81.60%
but not more than 20 years.
------------------------------------------------------------------------------------------------------------------------------
(S) Fixed-rate Agency Securities having a remaining maturity of greater than 20 years 84.40% 77.90%
but not more than 30 years.
------------------------------------------------------------------------------------------------------------------------------
(T) FHLMC Certificates. Mortgage participation certificates issued by FHLMC 91.50% 86.40%
evidencing undivided interests or participations in pools of first lien
conventional or FHA/VA residential mortgages or deeds of trust, guaranteed by
FHLMC, issued after July 18, 1984 and having a remaining maturity of not more
than 30 years.
------------------------------------------------------------------------------------------------------------------------------
(U) FNMA Certificates. Mortgage-backed pass-through certificates issued by FNMA 91.50% 86.40%
evidencing undivided interests in pools of first lien mortgages or deeds of trust
on residential properties, guaranteed by FNMA, issued after July 18, 1984 and
having a remaining maturity of not more than 30 years.
------------------------------------------------------------------------------------------------------------------------------
(V) GNMA Certificates. Mortgage-backed pass-through certificates issued by private 91.50% 86.40%
entities, evidencing undivided interests in pools of first lien mortgages or
deeds of trust on single family residences, guaranteed by the Government National
Mortgage Association (GNMA) with the full faith and credit of the United States,
issued after July 18, 1984 and having a remaining maturity of not more than 30
years.
------------------------------------------------------------------------------------------------------------------------------
(W) Commercial Mortgage-Backed Securities. Floating rate commercial mortgage-backed 96.20% 95.10%
securities rated AAA by two major rating agencies (including S&P if S&P is a
Rating Agency hereunder) with a minimum par or face amount of $250 million
(excluding securities issued under Rule 144A) ("Commercial Mortgage-Backed
Securities") having a remaining maturity of not more than 5 years.
------------------------------------------------------------------------------------------------------------------------------
(X) Commercial Mortgage-Backed Securities having a remaining maturity of more than 5 92.90% 90.90%
years and not more than 10 years.
------------------------------------------------------------------------------------------------------------------------------
(Y) Commercial Mortgage-Backed Securities having a remaining maturity of more than 10 91.00% 88.60%
years.
------------------------------------------------------------------------------------------------------------------------------
(Z) Commercial Paper. Commercial Paper with a rating of at least P-1 by Moody's and 99.00% 99.00%
at least A-1+ by S&P and having a remaining maturity of not more than 30 days.
------------------------------------------------------------------------------------------------------------------------------
(AA) Other Items of Credit Support approved by the Rating Agencies to the extent any * *
[Certificates] are rated.
------------------------------------------------------------------------------------------------------------------------------
* zero or such higher percentage in respect of which S&P has delivered a
ratings affirmation.
1B-2
SCHEDULE 2A
MOODY'S INDEPENDENT AMOUNT (FIRST TRIGGER)
Certificates: RAMP 2007-RS1
Highest Rating of Certificates: Class [ ] rated "Aaa" by Moody's, and "AAA" by
S&P.
Scheduled Date Certificates will fall to $50,000,000 or below: Not applicable.
Last Scheduled Payment Date of Transactions: March 25, 2008
Valuation Date (and Valuation Percentage column): Daily
The following percentages shall be used in the calculation of the Moody's
Independent Amount when either (i) it is not the case that a Moody's Ratings
Event with respect to Party A and the guarantor under each Qualified Guaranty
(if any) has occurred and is continuing, or (ii) less than 30 Local Business
Days have elapsed since the last time it was not the case that a Moody's Ratings
Event had occurred and was continuing with respect to Party A and the guarantor
under each Qualified Guaranty (if any).
--------------------------------------------------------------------------------
WEIGHTED AVERAGE LIFE OF VALUATION DATE VALUATION DATE
TRANSACTION IN YEARS (DAILY) (WEEKLY)
--------------------------------------------------------------------------------
1 or less 0.15% 0.25%
--------------------------------------------------------------------------------
More than 1 but not more than 2 0.30% 0.50%
--------------------------------------------------------------------------------
More than 2 but not more than 3 0.40% 0.70%
--------------------------------------------------------------------------------
More than 3 but not more than 4 0.60% 1.00%
--------------------------------------------------------------------------------
More than 4 but not more than 5 0.70% 1.20%
--------------------------------------------------------------------------------
More than 5 but not more than 6 0.80% 1.40%
--------------------------------------------------------------------------------
More than 6 but not more than 7 1.00% 1.60%
--------------------------------------------------------------------------------
More than 7 but not more than 8 1.10% 1.80%
--------------------------------------------------------------------------------
More than 8 but not more than 9 1.20% 2.00%
--------------------------------------------------------------------------------
More than 9 but not more than 10 1.30% 2.20%
--------------------------------------------------------------------------------
More than 10 but not more than 11 1.40% 2.30%
--------------------------------------------------------------------------------
More than 11 but not more than 12 1.50% 2.50%
--------------------------------------------------------------------------------
More than 12 but not more than 13 1.60% 2.70%
--------------------------------------------------------------------------------
More than 13 but not more than 14 1.70% 2.80%
--------------------------------------------------------------------------------
More than 14 but not more than 15 1.80% 3.00%
--------------------------------------------------------------------------------
More than 15 but not more than 16 1.90% 3.20%
--------------------------------------------------------------------------------
More than 16 but not more than 17 2.00% 3.30%
--------------------------------------------------------------------------------
More than 17 but not more than 18 2.00% 3.50%
--------------------------------------------------------------------------------
More than 18 but not more than 19 2.00% 3.60%
--------------------------------------------------------------------------------
More than 20 but not more than 21 2.00% 3.70%
--------------------------------------------------------------------------------
More than 21 but not more than 22 2.00% 3.90%
--------------------------------------------------------------------------------
More than 22 2.00% 4.00%
--------------------------------------------------------------------------------
2A-1
SCHEDULE 2B
MOODY'S INDEPENDENT AMOUNT (SECOND TRIGGER)
(TRANSACTION SPECIFIC ▇▇▇▇▇▇)
Certificates: RAMP 2007-RS1
Highest Rating of Certificates: Class [ ] rated "Aaa" by Moody's, and "AAA" by
S&P.
Scheduled Date Certificates will fall to $50,000,000 or below: Not applicable.
Last Scheduled Payment Date of Transactions: March 25, 2008
Valuation Date (and Valuation Percentage column): Daily
The following percentages shall be used in the calculation of the Moody's
Independent Amount with respect to any Transaction that is an interest rate cap,
interest rate floor or interest rate swaption, or that is an interest rate swap
the notional amount of which is "balance guaranteed" or, for any Calculation
Period, otherwise is not a specific dollar amount that is fixed at the inception
of the Transaction (a "TRANSACTION-SPECIFIC HEDGE") when a Moody's Ratings Event
with respect to Party A and the guarantor under each Qualified Guaranty (if any)
has occurred and is continuing and at least 30 Local Business Days have elapsed
since the last time it was not the case that a Moody's Ratings Event had
occurred and was continuing with respect to Party A and the guarantor under each
Qualified Guaranty (if any).
--------------------------------------------------------------------------------
WEIGHTED AVERAGE LIFE OF VALUATION DATE VALUATION DATE
TRANSACTION IN YEARS (DAILY) (WEEKLY)
--------------------------------------------------------------------------------
1 or less 0.65% 0.75%
--------------------------------------------------------------------------------
More than 1 but not more than 2 1.30% 1.50%
--------------------------------------------------------------------------------
More than 2 but not more than 3 1.90% 2.20%
--------------------------------------------------------------------------------
More than 3 but not more than 4 2.50% 2.90%
--------------------------------------------------------------------------------
More than 4 but not more than 5 3.10% 3.60%
--------------------------------------------------------------------------------
More than 5 but not more than 6 3.60% 4.20%
--------------------------------------------------------------------------------
More than 6 but not more than 7 4.20% 4.80%
--------------------------------------------------------------------------------
More than 7 but not more than 8 4.70% 5.40%
--------------------------------------------------------------------------------
More than 8 but not more than 9 5.20% 6.00%
--------------------------------------------------------------------------------
More than 9 but not more than 10 5.70% 6.60%
--------------------------------------------------------------------------------
More than 10 but not more than 11 6.10% 7.00%
--------------------------------------------------------------------------------
More than 11 but not more than 12 6.50% 7.50%
--------------------------------------------------------------------------------
More than 12 but not more than 13 7.00% 8.00%
--------------------------------------------------------------------------------
More than 13 but not more than 14 7.40% 8.50%
--------------------------------------------------------------------------------
More than 14 but not more than 15 7.80% 9.00%
--------------------------------------------------------------------------------
More than 15 but not more than 16 8.20% 9.50%
--------------------------------------------------------------------------------
More than 16 but not more than 17 8.60% 9.90%
--------------------------------------------------------------------------------
More than 17 but not more than 18 9.00% 10.40%
--------------------------------------------------------------------------------
More than 18 but not more than 19 9.40% 10.80%
--------------------------------------------------------------------------------
More than 20 but not more than 21 9.70% 11.00%
--------------------------------------------------------------------------------
More than 21 but not more than 22 10.00% 11.00%
--------------------------------------------------------------------------------
More than 22 10.00% 11.00%
--------------------------------------------------------------------------------
2B-1
SCHEDULE ▇▇
▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
(NON-TRANSACTION SPECIFIC ▇▇▇▇▇▇)
Certificates: RAMP 2007-RS1
Highest Rating of Certificates: Class [ ] rated "Aaa" by Moody's, and "AAA" by
S&P.
Scheduled Date Certificates will fall to $50,000,000 or below: Not applicable.
Last Scheduled Payment Date of Transactions: March 25, 2008
Valuation Date (and Valuation Percentage column): Daily
The following percentages shall be used in the calculation of the Moody's
Independent Amount with respect to any Transaction that is not a
Transaction-Specific Hedge when a Moody's Ratings Event with respect to Party A
and the guarantor under each Qualified Guaranty (if any) has occurred and is
continuing and at least 30 Local Business Days have elapsed since the last time
it was not the case that a Moody's Ratings Event had occurred and was continuing
with respect to Party A and the guarantor under each Qualified Guaranty (if
any).
--------------------------------------------------------------------------------
WEIGHTED AVERAGE LIFE OF VALUATION DATE VALUATION DATE
TRANSACTION IN YEARS (DAILY) (WEEKLY)
--------------------------------------------------------------------------------
1 or less 0.50% 0.60%
--------------------------------------------------------------------------------
More than 1 but not more than 2 1.00% 1.20%
--------------------------------------------------------------------------------
More than 2 but not more than 3 1.50% 1.70%
--------------------------------------------------------------------------------
More than 3 but not more than 4 1.90% 2.30%
--------------------------------------------------------------------------------
More than 4 but not more than 5 2.40% 2.80%
--------------------------------------------------------------------------------
More than 5 but not more than 6 2.80% 3.30%
--------------------------------------------------------------------------------
More than 6 but not more than 7 3.20% 3.80%
--------------------------------------------------------------------------------
More than 7 but not more than 8 3.60% 4.30%
--------------------------------------------------------------------------------
More than 8 but not more than 9 4.00% 4.80%
--------------------------------------------------------------------------------
More than 9 but not more than 10 4.40% 5.30%
--------------------------------------------------------------------------------
More than 10 but not more than 11 4.70% 5.60%
--------------------------------------------------------------------------------
More than 11 but not more than 12 5.00% 6.00%
--------------------------------------------------------------------------------
More than 12 but not more than 13 5.40% 6.40%
--------------------------------------------------------------------------------
More than 13 but not more than 14 5.70% 6.80%
--------------------------------------------------------------------------------
More than 14 but not more than 15 6.00% 7.20%
--------------------------------------------------------------------------------
More than 15 but not more than 16 6.30% 7.60%
--------------------------------------------------------------------------------
More than 16 but not more than 17 6.60% 7.90%
--------------------------------------------------------------------------------
More than 17 but not more than 18 6.90% 8.30%
--------------------------------------------------------------------------------
More than 18 but not more than 19 7.20% 8.60%
--------------------------------------------------------------------------------
More than 20 but not more than 21 7.50% 9.00%
--------------------------------------------------------------------------------
More than 21 but not more than 22 7.80% 9.00%
--------------------------------------------------------------------------------
More than 22 8.00% 9.00%
--------------------------------------------------------------------------------
2C-1
SCHEDULE 3
S&P VOLATILITY BUFFER
Certificates: RAMP 2007-RS1
Highest Rating of Certificates: Class [ ] rated "Aaa" by ▇▇▇▇▇'▇, and "AAA" by
S&P.
Scheduled Date Certificates will fall to $50,000,000 or below: Not applicable.
Last Scheduled Payment Date of Transactions: March 25, 2008
Valuation Date (and Valuation Percentage column): Daily
The S&P Volatility Buffer will be determined using the following table:
--------------------------------------------------------------------------------------------------------------
S&P VOLATILITY BUFFER
--------------------------------------------------------------------------------------------------------------
PARTY A RATING* REMAINING YEARS TO MATURITY OF TRANSACTION
--------------------------------------------------------------------------------------------------------------
(UP TO 3 YEARS) (UP TO 5 YEARS) (UP TO 10 YEARS) (UP TO 30 YEARS)
--------------------------------------------------------------------------------------------------------------
If, on the related Valuation Date, the highest rated Certificates are rated "AA-" or higher by S&P, the S&P
Volatility Buffer is:
--------------------------------------------------------------------------------------------------------------
A-2 2.75% 3.25% 4.00% 4.75%
--------------------------------------------------------------------------------------------------------------
A-3 3.25% 4.00% 5.00% 6.25%
--------------------------------------------------------------------------------------------------------------
BB+ or lower 3.50% 4.50% 6.75% 7.50%
--------------------------------------------------------------------------------------------------------------
If, on the related Valuation Date, the highest rated [Notes][Certificates] are rated "A" or "A+" by S&P, the
S&P Volatility Buffer is:
--------------------------------------------------------------------------------------------------------------
BBB+/BBB * 3.25% 4.00% 4.50%
--------------------------------------------------------------------------------------------------------------
A-2 * 3.25% 4.00% 4.50%
--------------------------------------------------------------------------------------------------------------
A-3/BBB- * 3.50% 4.50% 6.00%
--------------------------------------------------------------------------------------------------------------
BB+ or lower * 4.00% 5.25% 7.00%
--------------------------------------------------------------------------------------------------------------
* This rating shall be the higher of the rating by S&P on the related Valuation
Date of the long-term debt and short-term debt of Party A or its guarantor or
other Credit Support Provider.
4-1